UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ Annual report underReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31 2017.

, 2023

or

☐ Transition report underReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)

For the transition period from _____________________ to _______.

______________

Commission file number: 000-27407

SPINE INJURY SOLUTIONS, INC.

BITECH TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware
98-0187705
93-3419812
(State or Other Jurisdiction of Incorporation or(I.R.S. Employer
Incorporation or Organization)Identification No.)
Organization)

5225 Katy Freeway

895 Dove Street, Suite 600

Houston, Texas   77007
300

Newport Beach, CA92660

(Address of Principal Executive Offices)


(713) 521-4220
principal executive offices, Zip Code)

Telephone: (855)777-0888

(Issuer’s Telephone Number, Including Area Code)


Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock ($0.001 Par Value)

(Title of Each Class)


Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐No☒


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☒


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒ No ☐


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer☐
☒
Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’svoting and non-voting common stock outstandingequity held by non-affiliates (computed at a price of $0.33 per share,computed by reference to the price at which the registrant’s common stockequity was last sold was approximately $5,840,601as of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter) was $3,806,576.

quarter. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

At March 29, 2018,26, 2024, there were 20,215,882 [488,121,337] shares of the registrant’s common stock outstanding (the only class of voting common stock).

DOCUMENTS INCORPORATED BY REFERENCE

None.


None.
 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This

The information in this Annual Report on Form 10-K contains forward-looking statements and information within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance1933, as amended (the “Securities Act”), and underlying assumptions and other statements,Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation,subject to the following sections: Item 1 “Business,” Item 1A “Risk Factors,” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified“safe harbor” created by those sections. The words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,“may,” “predicts,“plans,” “projects,” “will, be,” “will continue,“should,” “will likely result,“could,” “predicts,” “potential,” “continue,” “would” and similar expressions. Theseexpressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in the Company’s forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are basedapplicable only as of the date on current expectationswhich they are made, and assumptions that are subjectwe do not assume any obligation to risks and uncertainties, which could cause our actual results to differ materially from those reflected in theupdate any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussedAll forward-looking statements in this Annual Report on Form 10-K are made based on the Company’s current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in particular, the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks discussed underthat could affect the caption “Risk Factors”Company’s future results or operations. These factors, uncertainties and risks may cause the Company’s actual results to differ materially from any forward-looking statement set forth in Item 1Athis Annual Report on Form 10-K. You should carefully consider these risk and those discusseduncertainties described and other information contained in other documentsthe reports we file with or furnish to the Securities and Exchange Commission (“SEC”(the “SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited before making any investment decision with respect to risks associated with the company’s ability to obtain additional capital in the future to fund planned expansion, service demands and acceptance, our ability to expand, changes in healthcare practices, changes in technology, economic conditions, the impact of competition and pricing, government regulation and approvals in the healthcare industry and other risks and uncertainties set forth below and in the “Risk Factors” section below. We undertake no obligation to revise or publicly release the results of any revision to anyCompany’s securities. All forward-looking statements except as requiredattributable to us or persons acting on the Company’s behalf are expressly qualified in their entirety by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.this cautionary statement.


As used herein, the “Company,” “we,” “our,” and similar terms include Spine Injury Solutions, Inc. and its subsidiaries and predecessors, unless the context indicates otherwise.

TABLE OF CONTENTS


PART I
 
Item 1.
Business
4
Item 1A.
Risk Factors
712
Item 1B.
Unresolved Staff Comments
11
Item 2.
Properties
12
Item 3.1C.
Legal ProceedingsCybersecurity
12
Item 2.Properties13
Item 3.Legal Proceedings13
Item 4.
Mine Safety Disclosures
12
 14
 PART II
 
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
1315
Item 6.
Selected Financial DataReserved
1316
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
1416
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
1620
Item 8.
Financial Statements and Supplementary Data
1620
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial DisclosureDisclosures
33
Item 9A.
Controls and Procedures
33
Item 9B.
Other Information
34
 35
 PART IIIItem 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 35
PART III
Item 10.
Directors, Executive Officer and Corporate Governance
35
Item 11.
Executive Compensation
3639
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
3842
Item 13.
Certain Relationships and Related Transactions, and Director Independence
3943
Item 14.
Principal Accountant Fees and Services
40
 44
PART IV
 
PART IV
Item 15.
Exhibits and Financial Statement Schedules
41
 45
Item 16.
SignaturesForm 10-K Summary
4347
Signatures48


3

PART I


ITEM 1. BUSINESS


Spine Injury Solutions Inc.

Bitech Technologies Corporation (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March 4, 1998. In connection with the Company’s planned expansion of its business following the completion of the acquisition of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change its corporate name to Bitech Technologies Corporation.

We changedhave refocused our namebusiness development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with plans to develop Battery Energy Storage System (BESS) projects, commercial and residential renewable energy solutions, enterprise utility services, public service engagements, and other renewable energy initiatives. We plan to pursue these innovative energy technologies through research and development, technology integration, planned acquisitions of other early stage green energy development projects and plans to become a grid-balancing operator using BESS   solutions and applying new green technologies as a technology enabler in the green energy sector. Our team has identified two highly competitive battery energy storage suppliers who have expressed interest in establishing partnerships with us, as we seek to integrate their products into projects that we identify, including grid-balancing BESS projects we plan to pursue following the Business Combination with Bridgelink discussed below. In addition, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement innovative, scalable energy system solutions with technological focuses on smart grid, Home Energy Management System (HEMS), Building Energy Management System (BEMS  ), City Energy Management System (CEMS), energy storage, and EV infrastructure.

In December 2023, we received an initial purchase order from Spine Paina strategic customer to implement a BEMS Virtual Power Plant (VPP) Program designed to save electricity for approximately 4,000 multi-dwelling units (MDUs). Our customer is working with PJM, a Regional Transmission Organization (RTO) that coordinates the movement of wholesale electricity in the District of Columbia in the U.S. and all or parts of 13 states including Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia. We believe that our BEMS solutions can benefit building owners who get paid by RTOs for energy saving bonuses, which is in alignment with federal reward programs initiated by the U.S. Department of Energy (DoE). Our real time BEMS solutions are being designed to reduce energy consumption and enhance personalized temperature control options and comfort levels for tenants living in these MDUs.

We are also developing a suite of services and bundled products we call the Bitech Smart Energy Technology Solutions. Our planned solutions are expected to integrate a variety of Energy Management Inc.Systems (X-EMS) that allow for efficient management of energy usage, Energy Storage Systems (ESS) for storing excess energy and Smart Power Systems (SPS) that regulate the flow of energy in homes and commercial buildings. We also offer Power Control Conversion solutions that are designed to optimize the utilization of renewable energy sources. With our planned portfolio of integrated solutions, we believe that individuals and businesses will be capable of reducing their carbon footprint while also enjoying significant cost savings on their energy bills.

The table below represents our planned portfolio of smart energy solutions:

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With combined experience in the power industry ranging from EMS, energy storage, Industrial IoT and system integration, we plan to leverage this expertise to develop a three-pronged Green Energy Technology Enabler Business model to effectively cater to the rapidly growing demand for sustainable energy solutions. As depicted in the diagram below, our model encompasses key stages of the energy production process - from generation to distribution and consumption. We offer comprehensive technology solutions such as advanced energy management systems, efficient energy storage options, IoT applications for smart grid monitoring, and system integration services. By integrating these elements, we strive to empower individuals, businesses, and communities to embrace cleaner and more sustainable approaches towards energy usage. Our technology solutions model includes:

●Innovative renewable energy options for households, apartment complexes, architectural structures, and educational institutions, as well as various implementations suited for urban areas and local communities.
●A range of utility services, including Virtual Power Plants (VPP) and intelligent Electric Vehicle (EV) system solutions.
●Conducting public service engagements for Independent Service Organizations (ISOs), Investor-Owned Utilities (IOUs), and other government entities at the municipal, county, and state level.

We plan to execute a “Dual Growth Business Model” as depicted in the diagram below encompassing (1) revenue growth in Technology Enabler Solutions which include in-house technology innovation implementing system integration approach enhanced with our plans to carry out technology merger and acquisitions for specific green energy applications, and (2) revenue growth by executing planned BESS operations following our planned Business Combination with Bridgelink discussed below, additional potential joint ventures and/or partnerships with operating partners to collect operating and joint venture revenues from BESS operations.

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Dual Growth Business Model

 

We use cutting-edge BESS solutions that allow us to store excess energy in batteries during off-peak hours when it is inexpensive and dispatch it during peak hours when prices are highest. This not only benefits the power generation companies by boosting their bottom line but also has a significant impact on reducing carbon emissions.

BESS Market Overview

●Battery Energy Storage System (“BESS”) is a cost-effective system of battery storage using one or more batteries to store energy generated by wind or solar farms.
●Prior to the 2022 Inflation Reduction Act (“IRA”), BESS was required to be co-located to be eligible for Investment Tax Credits (“ITC”); post-IRA, stand-alone BESS projects are also eligible for ITC of up to 50%.
●Better cycling capacity enables enhanced capture of ancillary services revenues without warranty cycle life degradation.
●Lower capacities simplify the interconnection process with several ISOs, especially ERCOT (Texas)
●The Battery Storage Systems market is projected to grow at a 24% CAGR from 2022 to 2032P.

We offer 1.965 GW (gigawatts) pipeline of 23 Battery Energy Storage System (BESS) projects in several U.S. geographical locations as summarized below:

As described in our Dual Growth Business Model, we aim to grow by strategically acquiring intellectual property (IP) assets. Through a planned portfolio of acquisitions and targeted acquisition strategies, we plan to execute our “Smart Acquisition Model” as illustrated in the diagram below. The key element of this model is identifying and acquiring defensible technologies accompanied by visionary management teams who share a common goal with us. We believe this approach will enable us to unlock the potential within these companies through capital infusion and accelerate their growth. Our ultimate goal is to incubate these acquired companies and eventually spinning them off, merging them with larger companies or forming global joint ventures, while also facilitating market entry into one of today’s fastest growing region, that being Southeast Asia. With this acquisition model, we anticipate building a technology portfolio consisting of various green energy technologies. To achieve this goal, we will leverage our network of capital partners, tap into lower-cost manufacturing capabilities, and seek out technical talents from specialized sources abroad.

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In light of these practical initiatives and other reasons noted below, we have, however, elected to discontinue our efforts to commercialize the electric power generation and charging system (the “Tesdison Technology”) we formerly licensed from SuperGreen Energy Corporation (“SuperGreen”) pursuant to the Patent & Technology Exclusive and Non-Exclusive License Agreement dated January 15, 2021, as amended, entered into between SuperGreen and the Company’s wholly owned subsidiary Bitech Mining Corporation (“Bitech Mining”) (the “SuperGreen License”). We have determined that the Tesdison Technology was not functional nor was it capable of being developed into a commercially viable product as had been represented to the Company by SuperGreen, its founder Calvin Cao, and his brother Michael Cao, leading up to Bitech Mining entering into the SuperGreen License. In addition, we paused the further development of Intellisys-8, our planned chipset and related software due to the unfavorable market conditions within the cryptocurrency market in 2023.

In addition, our business expansion plans will require a significant amount of additional capital. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and involve a significant number of future business, financial, operational and regulatory risks. See “Note About Forward-Looking Statements.”

Recent Transactions

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2024, on January 8, 2024, the Company, Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”), a solar and energy storage development company based in Fort Worth, Texas and C & C Johnson Holdings LLC, the sole member of Bridgelink (the “Member”) entered into a Letter Agreement (the “Letter Agreement”) for a business combination (the “Business Combination”). Pursuant to the Letter Agreement, the Company plans to acquire from the Member all of the issued and outstanding membership interests of an entity to be formed by Bridgelink (the “Target”) in exchange for 222,222,000 restricted shares of the Company’s Common Stock (the “Exchange Shares”). Prior to closing of the transaction (the “Closing” or “Closing Date”), Bridgelink will transfer to Target Bridgelink’s assets and development service agreements (collectively, “Development Projects”) consisting of: (1) certain rights to fully develop a portfolio of renewable energy development assets, which includes certain battery energy storage system (“BESS”) projects with a cumulative storage capacity of at least 1.965 gigawatts (GW) located in the United States and along with certain term sheets and agreements with capital providers, whether or not finalized (collectively, the “BESS Development Projects”) and (2) certain rights to fully develop a portfolio of renewable energy development assets, which includes certain solar development projects with a cumulative output of at least 3.840 gigawatts (GW) located in the United States, along with certain term sheets and agreements with capital providers that Bridgelink has negotiated, whether or not finalized (collectively, the “Solar Development Projects”). In addition, on the Closing Date, Bridgelink will enter into an agreement with BTTC whereby Bridgelink will agree to refer to the Company any future projects involving BESS that Bridgelink is presented with an opportunity to work on.

Capital Investment into the Company. No later than the Closing Date, the Company shall have received a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital Infusion”). The transaction to obtain the Capital Infusion may involve the Company’s sale and issuance of its equity, debt, lease or combination thereof on terms and conditions mutually agreeable by the Parties. The Capital Infusion shall be used for the business operations of the Company, including, but not limited to, the pursuit, execution, and/or implementation of the Development Projects, as well as the ongoing technology innovations, identification, pursuit, and/or acquisition of emerging technologies and/or companies owning or operating such technologies involving BESS, Solar, EMS, EV charging storage, micro grids, and/or other such “clean technologies”.

Project Management Services. At or prior to the Closing, the Company agreed to enter into a Project Management Services Agreement (the “PMSA”) with a Special Purpose Vehicle (“SPV”) established by Cole W. Johnson. Pursuant to the terms of the PMSA, the SPV will be obligated to oversee all aspects of the development and operation of the BESS Development Projects on such terms and conditions as the Parties mutually agree to. The PMSA will provide that the Company shall pay the SPV the following:

● BESS Development Projects. An aggregate amount equal to $0.035 per Watt (“W”) for each BESS Development Project payable as follows: (i) $0.005 per W will be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project Financing”); and (ii) $0.03 per W will be paid in cash upon attainment of Ready to Build (“RTB”) status per each BESS Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said BESS Development Project (collectively (i) and (ii), the (“BESS Development Fees”).

7

● Unique Solar Development Projects. $0.01 per W in cash upon attainment of RTB status per each development project, paid within ten (10) days of Company being paid, to enable the Company to commence construction of said Development Project; and

● Other Development Projects. Within ten (10) days of Company being paid, the higher of either (a) 50% of the gross margin or (b) $0.02 per W in cash upon attainment of RTB status or project acceptance per each development project (“Other Development Fees”); and

● Solar Development Projects. If the Solar Development Projects are developed by the Company, an aggregate amount equal to $0.035 per Watt (W) for each Solar Development Project payable as follows: (i) $0.005 per W will be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project Financing”); and (ii) $0.03 per W will be paid in cash upon attainment of Ready to Build (“RTB”) status per each Solar Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said Solar Development Project (collectively (i) and (ii), the (“Solar Development Fees”).

● Fee Payments. Payment of the BESS Development Fees, Development Fees, Other Development Fees, Unique Solar Development Fees, and Solar Development Fees (collectively, “Project Development Fees”) will further be contingent upon: (i) The successful achievement of RTB status, as such term will be defined in the PMSA, and will be made in accordance with the terms specified in the PMSA.

The fees due under these agreements will be payable within 10 days of achieving the milestones set forth above; and (ii) Cole W. Johnson remains (i) an employee or consultant to the SPV; and/or (ii) head of the BESS and Solar Division (as defined below) during the period of time in which the Project Development Fees are payable.

Post Business Combination Structure. Upon consummation of the Business Combination, the Company shall consist of two (2) divisions or operational units: (1) a division that will pursue, execute, and/or implement the Development Projects (the “BESS and Solar Division”); and (2) a division that will pursue the technology solutions and acquisition business (the “Technology Solutions and Acquisition Division”). The BESS and Solar Division generally will be managed and operated by the current Bridgelink management team, but with meaningful participation by at least one member of the current the Company management team. The Technology Solutions and Acquisition Division generally will be managed and operated by the current the Company management team, but with meaningful participation by at least one member of the current Bridgelink management team. The “C- level” officer positions in the combined company resulting from the Business Combination generally will be shared by members of the current respective the Company and Bridgelink management teams.

Appointment of Members of the Board of Directors and Officers

●Board Seats: At the time of Closing, Bridgelink will have the right to designate two out of the five members of the Company’s board of directors (the “Board”) (the “Bridgelink Nominees”) and the Company will have the right to designate two out of the five members of the Board (the “Company Nominees”). The Bridgelink Nominees and the Company Nominees shall collectively select a fifth designee to the Board who must be “independent” (as defined in federal securities laws and the Nasdaq Listing Rules) at such time as required either by the OTC Markets or Nasdaq). the Company shall support the Bridgelink Nominees in their election to the Board and Bridgelink shall support the Company Nominees in their election to the Board.
●Board Meetings: The Parties shall cooperate in scheduling regular meetings of the Board meetings and ensuring that Bridgelink’s Nominees to the Board are actively involved in strategic decisions and corporate governance.
●Employment Arrangements: Bridgelink’s executive management team and key employees shall transition to become employees of the BESS and Solar Division of the Company upon the Closing. Cole Johnson as the President of the BESS and Solar Division will have sole authority to determine which employees shall transition, salaries, and effectuate an incentive plan.
●Chairman of the Board Role: Benjamin Tran shall assume the position of Executive Chairman of the Company’s Board and interim Chief Executive Officer (CEO) and shall take the lead in all technology development as well as merger and acquisition (M&A) activities, and capital market activities including capital raise, aimed at expanding the company’s market presence and global influence.

8

●President Role: Cole Johnson will be appointed as the President of the Company, with responsibilities for the project management and operations of the BESS and Solar Division.
●Future CEO Role: If necessary, the Board shall appoint a new Chief Executive Officer (CEO) of the Company within twelve (12) months of the Closing, with responsibilities for the overall management and operations of the Company, and shall replace Benjamin Tran in his interim CEO role, provided that the Parties acknowledge and agree that it is not required that Benjamin Tran shall resign from the CEO position.
●Executive Stock Option Compensation Package: Company shall grant Benjamin Tran the option to purchase 20,000,000 shares of stock to be vested equally over 5 years at an exercise price of $0.50 in year 1, $0.75 in year 2, $1.00 in year 3, $1.25 in year 4, and $1.5 in year 5, with the option to expire in 10 years. Company shall grant Cole Johnson the option to purchase 68,000,000 shares of stock to be vested equally over 5 years at an exercise price of $0.50 in year 1, $0.75 in year 2, $1.00 in year 3, $1.25 in year 4, and $1.5 in year 5, with the option to expire in 10 years.

Due Diligence. Each of the Parties covenants with the other Parties that during the period commencing on the Effective Date and for a period of 45 days thereafter (the “Due Diligence Period”), each Party shall use commercially reasonable efforts to promptly provide the other Party or its respective advisors and counsel with any information in its possession or control relating to it and its subsidiaries, subject to confidentiality obligations, attorney client privilege and applicable laws, so that the other Party may complete its due diligence investigations in connection with the Business Combination, including the BESS Development Projects (the “Due Diligence Materials”).

Definitive Agreement. The Parties shall use commercially reasonable efforts to enter into a definitive agreement pursuant to which the Business Combination would be consummated (the “Definitive Agreement”) within 30 days after completion of the Due Diligence Period (the “Exclusivity Period”). The Parties agree that the Definitive Agreement shall (i) be consistent with the terms and conditions the Letter Agreement, including the subject matter of the representations and warranties and covenants contained herein. The Definitive Agreement will provide for a closing no later 30 days after the execution of the Definitive Agreement, subject to the completion of all conditions to close as provided for in the Definitive Agreement (the “Closing” with the date of Closing, the “Closing Date”).

Representations and Warranties. The Definitive Agreement to be executed by the Parties and Member shall contain customary and usual representations and warranties, certified by the principal executive officer of each of the Parties.

Further Terms. The Company shall cause each of its officers and directors to do all such further acts as will be required to permit the Company to file any required documents (including 10- Ks, 10-Qs, 8-Ks, federal and state tax returns, or otherwise) to be filed at or following the Closing which reflect the business and operations of Target prior to the Closing Date and through the year ending December 31, 2023, and shall execute and deliver all certifications, if any, required to be filed by the Company with respect to financial statements of Target reflecting in whole or in part the business and operations of Target prior to the Closing Date.

On the Closing Date, the Company shall enter into the PMSA which will provide for the other terms stated in the Letter Agreement, among other things, that Bridgelink’s Chief Executive Officer will (i) agree to operate the Development Projects with a title as President of the Company and will agree manage a selected number of core employees from Bridgelink to be transferred to the Company and its new employees, and (ii) indemnify and defend the Company as a result of any liabilities related to the operation of the BESS and Solar Division or breach of the SPV’s obligations under the PMSA.

Conditions Precedent. In addition to the foregoing terms, the Definitive Agreement will contain the following conditions precedent to Closing:

●the documents to be entered into in connection with the Business Combination will be mutually acceptable in form and substance to the Parties, acting reasonably, and will be consistent with the terms in the Letter Agreement;

9

●all governmental, regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and arrangements which the Parties shall consider necessary in order to enter into the Definitive Agreement and not otherwise specifically described in the Letter Agreement shall have been obtained in form satisfactory to the Parties, acting reasonably;
●As of the Closing Date Target shall have no liens of encumbrances on BESS Development Projects;
●Target shall have completed the audit of its financial statements for the periods required pursuant to Items 9.01(a) and (b) of Form 8-K (the “Target Audit”), which will be performed by an accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB) at the election and expense of the Company;
●If the Closing occurs after April 14, 2024, Target shall have completed and provided to the Company, Target’s unaudited financial statements for the period ended March 31, 2023 as provided for in Items 9.01(a) and (b) of Form 8-K, which fairly present the financial condition of Target as of their respective dates and for the periods involved, and such statements will be prepared in accordance with generally accepted accounting principles consistently applied for the periods provided for in Items 9.01(a) and (b) of Form 8-K;
●The Board of Directors of the Company shall have approved the Definitive Agreement in accordance with its obligations under the Delaware General Corporation Law;
●At the Closing Date, the Company will be current on all of its filings with the OTC Markets Group, Inc. OTCQB tier (the “OTC Markets”), including, but not limited to the filing of an Annual Report for the period ended December 31, 2023 and the annual Attorney Letter for the period ended December 31, 2023, none of which filings shall contain a material misstatement or omission, and be compliant in all material respects with the OTC Markets rules and regulations;
●At the Closing Date, all reports, schedules, forms, statements, and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the Closing Date (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) shall have been filed on a timely basis or the Company shall have received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension;
●The Parties shall have performed, in all material respects, all of their obligations under the Definitive Agreement. All of the statements, representations, and warranties contained in the Definitive Agreement will be complete and true in all material respects;
●No material adverse changes shall have occurred in the business, properties, and assets of Target including the Development Projects;
●Target and the Company shall have filed all required franchise tax reports and federal income tax returns for the period ended December 31, 2023;
●The Common Stock will be a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program DTC eligible;
●The Common Stock will be quoted on the OTCQB tier of the OTC Markets and there shall have been no notice of delisting or threat thereof with respect to the Company Common Stock. the Company shall have paid all applicable OTC Market fees; and
●Bridgelink shall have entered into one or more Supply Agreements that provide for the supply of batteries with a total capacity of at least 250 megawatts (MW) and 1000 megawatt-hours.

Nasdaq Uplisting. Following the Closing, the Company commits to take all commercially reasonable steps necessary to uplist the Company to the NASDAQ stock exchange to enhance the Company’s visibility and access to a broader investor base (the “Nasdaq Uplisting”). This effort will be pursued promptly and diligently.

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No Shop. During the Exclusivity Period, unless the Company provides notice of its cancellation of the Letter Agreement as provided for in Section 12(c), neither Bridgelink, Target, nor Member will, directly or indirectly, through any representative or otherwise (a) engage in any third-party negotiations for any Extraordinary Transaction (as defined below); (b) enter into any agreement or understanding with any person other than each other with respect to any Extraordinary Transaction; (c) participate or engage in any discussions or negotiations with any person other than each other relating to any of the foregoing (whether or not initiated by Bridgelink, Target, Member or any representative); or (d) provide any material non-public information regarding the Company or any of the Company’s securities to any person other than the Target or the Member in connection with any of the foregoing. If Bridgelink, Target, or Member receives any inquiry or proposal regarding the possibility of an Extraordinary Transaction, or regarding any of the matters described in clauses (b) through (d), immediately above, it shall promptly notify the Company thereof in writing and will provide the Company with such information regarding such inquiry or proposal and the person(s) or entity(ies) making the same as the Company shall reasonably request. “Extraordinary Transaction” means any investment in, acquisition of, business combination with, or other extraordinary transaction regarding the Member’s ownership interest in the Target or the Target or any direct or indirect parent, subsidiary, or division thereof, including, without limitation, any merger, purchase, or sale of securities or purchase or sale of assets outside the ordinary course of business involving the Target or the Member’s ownership interest in the Target.

Termination. The Letter Agreement will terminate automatically and be of no further force and effect upon the earliest of (a) execution of the Definitive Agreement by the Parties, (b) mutual agreement of the Company, Bridgelink and the Member to terminate the Letter Agreement, (c) at the election of the Company during the Due Diligence Period for a commercially reasonable reason, or (d) 5:00 p.m. (Pacific time) on the last day of the Exclusivity Period.

Recent History of the Company

Acquisition of Bitech Mining Corporation

The Company acquired Bitech Mining Corporation (“Bitech Mining”) on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”). The Share Exchange Agreement provides that the Company will acquire from the Sellers, an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock, par value $0.001 per share, representing 100% of the issued and outstanding shares of Bitech Mining (collectively, the “Bitech Mining Shares”). In consideration of the Bitech Mining Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). Each Bitech Mining Share shall be entitled to receive 0.09543 shares of Series A Preferred Stock. Each share of Series A Preferred Stock shall automatically convert into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 485,781,168 shares of Company Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000 shares. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc. on October 1, 2015.


We, is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are a technology, marketing, billing, and collection company facilitating diagnostic services for patients who have sustained spine injuries resulting from traumatic accidents.  We deliver turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary and appropriate treatmentconsidered our historical financial results.

Disposition of musculo-skeletal spine injuries resulting from automobile and work-related accidents.  Our goal is to become a leader in providing technology and monetizing services to spine and orthopedic surgeons and other healthcare providers to facilitate proper treatmentQuad Video Assets

On June 30, 2022 (the “Effective Date”), we completed the sale of their injured clients.  By monetizing the providers accounts receivable, which includes diagnostic testing and non-invasive surgical care, patients are not unnecessarily delayed or prevented from obtaining needed treatment.  By facilitating early treatment through affiliated doctors, we believe that health conditions can be prevented from escalating and injured victims can be quickly placed on the road to recovery.  Through our affiliate system, we facilitate spine surgeons, orthopedic surgeons and other healthcare providers to provide reasonable, necessary, and appropriate treatments to patients with musculo-skeletal spine injuries. We assist the centers that provide the spine diagnostic injections and treatment and pay the doctors a fee for the medical procedures they performed. After a patient is billed for the procedures performed by the affiliated doctor, we take controlall of the patients’ unpaid bill and oversee collection. In most instances, the patient is a plaintiff in an accident case, where the patient is represented by an attorney. Typically, the defendant (and/or the insurance companyassets of the defendant) in the accident case pays the patient’s bill upon settlement or final judgment of the accident case. The payment to us is made through the attorney of the patient. In most cases, we must agree to the settlement price and the patient must sign off on the settlement. Once we are paid, the patient’s attorney can receive payment for his or her legal fee.


We currently are affiliated with four spine injury diagnostic centers in the United States, which are located in Houston, Texas; Odessa, Texas; Tyler, Texas; and Las Cruces, New Mexico (which affiliation was added in the fourth quarter 2017).  We are seeking additional funding for expansion by way of reasonable debt financing to accelerate future development.  In connection with this strategy, we plan to open additional diagnostic centers in new market areas that are attractive under our business model, assuming adequate funds are available.

We own a patented device and process by which a video recording system is attached to a fluoroscopic x-ray machine, the “four camera technology,” which we believe can attract additional physicians and patients, and provide us with additional revenue streams with our new programs designed to assist in treatment documentation.  We have refined the technology, through research and development, resulting in a fully commercialized Quad Video Halo System 3.0.  Using this technology, diagnostic and treatment procedures are recorded from four separate video feeds that capture views from both inside and outside the body, and a video is made which is given to the patient’s representative to verify the treatment received.   Additionally, we anticipate independent medical representatives will sell Quad Video Halo units to additional hospitals and clinics.

In September 2014, we created a wholly owned subsidiary Quad Video Halo, Inc. The purpose(“Quad Video”) pursuant to the terms of this entity is to hold certain company assets affiliated with the QVH units.  
Billingan Asset Purchase Agreement entered into among Quad Video, Quad Video Holdings Corporation (“Quad Holdings”) and Operations

We work with independent medical contractors who perform the medical services for patientsPeter Dalrymple, a former officer, director and bill a fixed fee for the services.  We fund certain spine injury diagnostic centers where we work with healthcare providers as independent contractors to perform medical services for patients. We pay the healthcare providers for medical services performed. The patients are billed based on Current Procedural Terminology (“CPT”) codes for the medical procedure performed. CPT codes are numbers assigned to every task and service a medical practitioner may provide to a patient including medical, surgical and diagnostic services. CPT codes are developed, maintained and copyrighted by the American Medical Association. Patients are billed at the normal billing amount, based on national averages, for a particular CPT code procedure. We take controlsubstantial shareholder of the patients’ unpaid bills.

The clinic facilities where our spine injury diagnostic centers operate are owned or leased by a medical affiliate or third party.  We have no ownership interest in these clinic facilities, nor do we have any responsibilities towards building or operatingCompany (“Dalrymple,” together with Quad Holdings, collectively, the clinic facilities. In certain states, we can own and operate a medical facility with salaried doctor employees, and presently we are exploring several states. 
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Marketing
Direct contact with key spine surgeons, orthopedic surgeons and other healthcare providers who are highly visible in their communities is an important step in targeting appropriate referral sources. Additional marketing to spine surgeons is done at national medical meetings and trade shows.   We intend to continue expanding our spine injury diagnostic business operations to additional areas across the United States, of which there can be no assurance.
Governmental Regulation
All“Buyers”) dated as of the medical diagnostic procedures offered at the clinics are performed by independent medical contractors, who are subject to regulation by a number of governmental entities at the federal, state, and local levels. We are subject to laws and regulations relating to business corporations in general. In recent years, Congress and state legislatures have introduced an increasing number of proposals to make significant changes in the healthcare system. Changes in law and regulatory interpretations could reduce our revenue and profitability.
Corporate Practice of Medicine and Other Laws
We are not licensed to practice medicine. Most states in which our business operates or in which we anticipate it will operate limits the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals. Business corporations generally may not exercise control over the medical decisions of physicians. Many states also limit the scope of business relationships between business entities and medical professionals, particularly with respect to fee splitting. Most state fee-splitting laws only prohibit a physician from sharing medical fees with a referral source, but some states have interpreted certain management agreements between business entities and physicians as unlawful fee-splitting. Statutes and regulations relatingEffective Date (the “Quad Video APA”). Pursuant to the practice of medicine, fee-splitting, and similar issues vary widely from state to state. Because these laws are often vague, their application is frequently dependent on court rulings and attorney general opinions. There are many states that permit the corporate practice of medicine, and we are exploring opportunities in these states.
Under the affiliate doctor agreements, the doctors retain sole responsibility for all medical decisions, developing operating policies and procedures, implementing professional standards and controls, and maintaining malpractice insurance. We attempt to structure all our health services operations, including arrangements with our doctors, to comply with applicable state statutes regarding corporate practice of medicine, fee-splitting, and similar issues. However, there can be no assurance:
●that private parties, courts or governmental officials with the power to interpret or enforce these laws and regulations, will not assert that we are in violation of such laws and regulations;
●that future interpretations of such laws and regulations will not require us to modify the structure and organization of our business; or
●that any such enforcement action, which could subject us and our affiliated professional groups to penalties or restructuring or reorganization of our business, will not adversely affect our business or results of operations.
HIPAA Administrative Simplification Provisions—Patient Privacy and Security
The Health Insurance Portability and Accountability Act of 1996, commonly known as “HIPAA,” requires the adoption of standards for the exchange of health information in an effort to encourage overall administrative simplification and to enhance the effectiveness and efficiency of the healthcare industry. Pursuant to HIPAA, the Secretary of the Department of Health and Human Services has issued final rules concerning the privacy and security of health information, the establishment of standard transactions and code sets, and the adoption of a unique employer identifier and a national provider identifier.  Noncompliance with the administrative simplification provisions can result in civil monetary penalties up to $100 per violation as well as criminal penalties that include fines and imprisonment. The Department of Health and Human Services Office of Civil Rights is charged with implementing and enforcing the privacy standards, while the Centers for Medicare and Medicaid Services are responsible for implementing and enforcing the security standards, the transactions and code sets standards, and the other HIPAA administrative simplification provisions.
The HIPAA requirements only apply to “covered entities,” such as health plans, healthcare clearinghouses, and healthcare providers, which transmit any health information in electronic form. Our business is likely considered a “covered entity” under HIPAA.
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Of the HIPAA requirements, the privacy standards and the security standards have the most significant impact on our business operations. The privacy standards require covered entities to implement certain procedures to govern the use and disclosure of protected health information and to safeguard such information from inappropriate access, use, or disclosure. Protected health information includes individually identifiable health information, such as an individual’s medical records, transmitted or maintained in any format, including paper and electronic records. The privacy standards establish the different levels of individual permission that are required before a covered entity may use or disclose an individual’s protected health information, and establish new rights for the individual with respect to his or her protected health information.
The final security rule establishes security standards that apply to covered entities. The security standards are designed to protect health information against reasonably anticipated threats or hazards to the security or integrity of the information, and to protect the information against unauthorized use or disclosure. The security standards establish a national standard for protecting the security and integrity of medical records when they are kept in electronic form.
The administrative simplification provisions of HIPAA require the use of uniform electronic data transmission standards for healthcare claims and payment transactions submitted or received electronically. We believe that we are in substantial compliance with the transaction and code set standards. The transaction standards require us to use standard code sets when we transmit health information in connection with certain transactions, including health claims, health payments and remittance advices.
In addition, the Secretary of the Department of Health and Human Services issued a final rule that requires each healthcare provider to adopt a standard unique health identifier, the National Provider Identifier (“NPI”). The NPI will identify healthcare providers in the electronic transactions for which the Secretary has already adopted standards (the “standard transactions”). These transactions include claims, eligibility inquiries and responses, claim status inquiries and responses, referrals, and remittance advices. All health plans and all healthcare clearinghouses must accept and use NPIs in standard transactions.
Other Privacy and Confidentiality Laws
In addition to the HIPAA requirements described above, numerous other state and federal laws regulate the privacy of an individual’s health information. These laws specify how an individual’s health information may be used internally, the persons to whom health information may be disclosed, and the conditions under which such uses and disclosures may occur. Many states have requirements relating to an individual’s right to access his or her own medical records, as well as requirements relating to the use and content of consent or authorization forms. Also, because of employers’ economic interests in paying medical bills for injured employees and in the timing of the injured employees’ return to work, many states have enacted special confidentiality laws relating to disclosures of medical information in workers’ compensation claims. These laws limit employer access to such information. Many states have also passed laws that regulate the notification process to individuals when a security breach involving an individual’s personally identifiable information, such as social security number or date of birth, occurs. To the extent that state law affords greater protection of an individual’s health information than that provided under HIPAA, the state law will control.
We anticipate that there will be more regulation in the areas of privacy and confidentiality, particularly with respect to medical information. We regularly monitor the privacy and confidentiality requirements that relate to our business, and we anticipate that we may have to modify our operating practices and procedures in order to comply with these requirements.
Environmental
Although we currently contract with independent contractor medical providers, who are responsible for compliance with environmental laws, our operations may be subject to various federal, state, and local laws and regulations relating to the protection of human health and the environment, including those governing the management and disposal of infectious medical waste and other waste generated and the cleanup of contamination. If an environmental regulatory agency finds any of our facilities to be in violation of environmental laws, penalties and fines may be imposed for each day of violation and the affected facility could be forced to cease operations. The responsible party could also incur other significant costs, such as cleanup costs or claims by third parties, as a result of violations of, or liabilities under, environmental laws. Although we believe that our independent medical providers’ environmental practices, including waste handling and disposal practices, will be in material compliance with applicable laws, future claims or violations, or changes in environmental laws could have an adverse effect on our business.
Competition
The market to provide healthcare pain diagnostic services is highly competitive and fragmented.  Our primary competitors are typically independent physicians, chiropractors, hospital emergency departments, and hospital-owned or hospital-affiliated medical facilities.  As managed care techniques continue to gain acceptance in the automobile accident marketplace, we believe that our competitors will increasingly consist of nationally-focused care management service companies providing their service to insurance companies and litigation defense experts.
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Because the barriers to entry in our geographic markets have a low threshold and our diagnostic centers’ patients have the flexibility to move easily to new healthcare service providers, the addition of new competitors may occur relatively quickly.  Some of our affiliated physicians and other healthcare providers may elect to compete with us by offering their own products and services to patients.  If competition within our industry intensifies, our ability to assist patients or associated physicians, or maintain or increase our revenue growth, price flexibility and control over medical costs, trends, and marketing expenses, may be compromised.
In order to mitigate the effects of intensifying competition, we will make careful study of population trends and demographic growth patterns in determining the best locations to compete.  Moreover, we will endeavor to have all of our physicians under strict contract to avoid unnecessary attrition and loss of skilled personnel.
Research and Development

During the years ended December 31, 2017 and 2016, we spent $15,688 and $45,661, respectively in design and testing fees for our Quad Video Halo system.  These costs do not reflect the marketing and other associated costs with the developmentterms of the Quad Video APA, Quad Video sold all of its assets to Quad Holdings which included its accounts receivables, fixed assets, intangible assets and all customer lists associated with Quad Video’s business (the “Quad Video Assets”).

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Under the terms of the Quad Video APA, the amount of the consideration paid to the Company for purchase of the Quad Video Assets was Mr. Dalrymple’s cancellation of a promissory note with an approximate principal balance of $8,789 plus accrued interest as of the Effective Date issued by the Company to Mr. Dalrymple and the cancellation of a security agreement securing payment of that note pursuant to a Secured Promissory Note and Security Agreement Cancellation Agreement and assumed all liabilities related the Quad Video’s operations and the Quad Video Assets and terminated the Management Services Agreement entered into among the Company, Quad Video and Dalrymple dated March 31, 2022 pursuant to a Management Services Termination Agreement.

In addition, on the Effective Date, we completed the sale of certain accounts receivables related to our spine pain management business pursuant to the terms of an Asset Purchase Agreement entered into among the Company, SPIN Collections LLC, a company owned or controlled by Dalrymple and Dalrymple (the “SPIN Accounts Receivable APA”). The consideration received by the Company in connection with the SPIN Accounts Receivable APA was $10.00 and other good and valuable consideration that was nominal and immaterial.

Prior to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo system.

video recording system (“QVH”) used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic services (collectively, the “QVH Business”). On June 30, 2022, we sold the assets related to the QVH Business.

Effective as of June 27, 2022, we issued an aggregate of 485,781,168 shares (the “Conversion Shares”) of our common stock upon the conversion of 9,000,000 shares of our Series A Convertible Preferred Stock, $0.001 par value per share (the “Series A Preferred”). The shares of the Series A Preferred were issued to the former shareholders of Bitech Mining on March 31, 2022 in exchange for their shares in Bitech Mining representing 100% of the issued and outstanding shares of Bitech Mining. The Series A Preferred automatically converted into our common stock upon our filing of a Certificate of Amendment to our Certificate of Incorporation, as amended on June 27, 2022.

Employees

We

As of December 31, 2023, the Company currently employed a total of 8 individuals in executive or managerial positions. This includes two full-time employees and six contracted consultants who bring their expertise and experience to our team.  To date, we have six full timenot experienced any work stoppages and we consider our relationship with our employees including three officers and three otherto be good. None of our employees at our corporate headquarters and warehouse.  We expectare either represented by a labor union or are subject to continue to use independent contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our employees.

a collective bargaining agreement.

ITEM 1A. RISK FACTORS


Our future operating results are highly uncertain. Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other information contained in this annual report. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

Risks Related to Our Company

Our limited history of profitability in the healthcare services business makes an evaluation of us and our future extremely difficult, and profits

Smaller reporting companies are not assured.


We began development of our healthcare services business at the end of December 2008 and opened our first spine injury diagnostic center in August 2009.  We have not had net profit for a fiscal year since 2011 and there can be no assurance that we will be profitable in the future or that investors’ investments in us will be returned to them in full, or at all, over time.  In view of our limited history of profitability in the healthcare industry, an investor must consider our business and prospects in light of the risks, expenses and difficulties we have encountered.  There can be no assurance that we will be successful in undertaking any or all of the activities required for successful commercial operations.  Our failure to successfully undertake such activities could materially and adversely affect our business, prospects, financial condition and results of operations.  There can be no assurance that our business operations will generate significant revenues, that we will generate additional positive cash flow from our operations or that we will be able to achieve or sustain profitability in any future period.  Additionally, we have expended a great deal of resources developing, testing, and marketing the Quad Video Halo, but we have no assurances that the market will accept this product.

Management has determined that certain factors raise substantial doubt about our ability to continue as a going concern, and our continued existence is dependent upon our ability to successfully execute our business plan.

The financial statements included with this report are presented under the assumption that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. Management has determined that certain factors raise substantial doubt about our ability to continue as a going concern, including our net loss of $405,924 for the year ended December 31, 2017 and our accumulated deficit of $17,556,564 at year-end.  We are not generating sufficient operating cash flows to support continuing operations.  Our ability to continue as a going concern is dependent upon our ability to successfully execute our business plan, obtain additional financing and achieve a level of cash flows from operations adequate to support our cost structure. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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We are dependent on key personnel.

We depend to a large extent on the services of certain key management personnel, including our executive officers and other key consultants, the loss of any of which could have a material adverse effect on our operations.  Specifically, we rely on William Donovan, M.D., Chairman, Chief Executive Officer and President, to maintain our strategic direction.   Dr. Donovan does not have a current employment agreement with us, there is no assurance that he will continue to be employed by us.  We do currently maintain $1,000,000 in key-man life insurance with respect to Dr. Donovan.

We may experience potential fluctuations in results of operations.
Our future revenues may be affected by a variety of factors, many of which are outside our control, including the success of implementing our business and trends and changes in the healthcare industry. We have no control on how long it takes cases to settle, making it difficult to forecast cash flow.  As a result of our limited operating history and the emerging nature of our business plan, it is difficult to forecast revenues or earnings accurately, which may fluctuate significantly from quarter to quarter.
We had a history of significant operating losses prior to the opening of our first diagnostic center in August, 2009.
Since our inception in 1998, until commencement of our spine injury diagnostic operations in August, 2009, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit from operations of $15,004,698 as of December 31, 2009.  Since that time, our accumulated deficit has increased to $17,556,564 as of December 31, 2017. We plan to increase our operating expenses as we increase our service development, marketing efforts and brand building activities. We also plan to increase our general and administrative functions to support our growing operations. We will need to generate significant revenues to achieve our business plan. Our continued existence is dependent upon our ability to successfully execute our business plan, as well as our ability to increase revenue from services and obtain additional capital from borrowing and selling securities, as needed, to fund our operations. There is no assurance that additional capital can be obtained or that it can be obtained on terms that are favorable to us and our existing stockholders.  Any expectation of future profitability is dependent upon our ability to expand and develop our healthcare services business, of which there can be no assurances.
If we are unable to manage growth, we may be unable to achieve our expansion strategy.
The success of our business strategy depends in part on our ability to expand our operations in the future. Our growth may place increased demands on our management, our operational and financial information systems, and other resources. Expansion of our operations will require substantial financial resources and management attention. To accommodate future growth, and to compete effectively, we will need to continue to improve our management, to implement our operational and financial information systems, and to expand, train, manage, and motivate our workforce. Our personnel, systems, procedures, or controls may not be adequate to support our operations in the future. Further, focusing our financial resources and diverting management’s attention to the expansion of our operations may negatively impact our financial results. Any failure to improve our management, to implement our operational and financial information systems, or to expand, train, manage, or motivate our workforce may reduce or prevent our growth.
We may incur significant expenses as a result of being a publicly traded company, which may negatively impact our financial performance.
We may incur significant legal, accounting and other expenses as a result of being a publicly traded company. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the SEC, has required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.
Our internal control over financial reporting may not be considered effective, which could result in a loss of investor confidence in our financial reports and in turn could have an adverse effect on our stock price.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, with our annual reports, we are required to furnish a reportprovide the information required by our management on our internal control over financial reporting. Such report will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of the year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management.  If we are unable to assert that our internal control is effective, investors could be adversely affected.
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Our healthcare business model is unproven.

Our healthcare business model depends upon our ability to implement and successfully execute our business and marketing strategy, which includes our ability to find and form relationships with spine surgeons, orthopedic surgeons and other healthcare providers, from whom they may obtain referrals for injured patients.  If we are unable to find and form relationships with such healthcare providers, our business will likely fail.
If competition increases, our growth and profits, if any, may decline.
The market to provide healthcare services and solutions is highly fragmented and competitive. Currently, we believe the business solutions that we can provide to spine surgeons, orthopedic surgeons and other healthcare providers for necessary, reasonable and appropriate treatment for musculo-skeletal spine injuries resulting from automobile and work-related accidents, are somewhat unique in most geographic markets.  However, if we achieve our goal of becoming a leader in providing technology and monetizing services to spine surgeons, orthopedic surgeons and other healthcare providers to facilitate proper treatment of their injured clients, we believe that competition for our business model will substantially increase.  Further, there are many alternatives to the services we can provide, that are currently available to surgeons and their injured patients. We can make no assurances that we will be able to effectively compete with the various services that are currently available or may become available in the future.
Because the barriers to entry in our geographic markets are not substantial and customers have the flexibility to move easily to new care management service providers, we believe that the addition of new competitors may occur relatively quickly. Some physicians and other healthcare providers may elect to compete with us by offering their own products and services to their clients and patients. In addition, significant merger and acquisition activity has occurred in our industry as well as in industries that will supply products to us, such as the hospital, physician, pharmaceutical, medical device, and health information systems industries. If competition within our industry intensifies, our ability to affiliate with new doctors and/or obtain physician referrals, or maintain or increase our revenue growth, pricing flexibility, control over medical cost trends, and marketing expenses may be compromised.
Future acquisitions and joint ventures may use significant resources or be unsuccessful.
As part of our business strategy, we may pursue acquisitions of companies providing services that are similar or complementary to those that we provide or plan to provide in our business, and we may enter into joint ventures to provide services at certain facilities. These acquisitions and joint venture activities may involve:
●significant cash expenditures;
●additional debt incurrence;
●additional operating losses;
●increases in intangible assets relating to goodwill of acquired companies; and
●significant acquisition and joint venture related expenses,
any of which could have a material adverse effect on our financial condition and results of operations.
Additionally, a strategy of growth by acquisitions and joint ventures involves numerous risks, including:
●difficulties integrating acquired personnel and harmonizing distinct corporate cultures into our current businesses;
●diversion of our management’s time from existing operations; and
●potential losses of key employees or customers of acquired companies.
We cannot assure you that we will be able to identify suitable candidates or negotiate and consummate suitable acquisitions or joint ventures. Also, we cannot assure you that we will succeed in obtaining financing for any future acquisitions or joint ventures at a reasonable cost, or that such financing will not contain restrictive covenants that limit our operating flexibility or other unfavorable terms. Even if we are successful in consummating acquisitions or joint ventures, we may not succeed in developing and achieving satisfactory operating results for the acquired businesses or integrating them into our existing operations.
If lawsuits are brought against us and are successful, we may incur significant liabilities.
Although we are not a medical service provider, spine surgeons, orthopedic surgeons and other healthcare providers with whom we form relationships are involved in the delivery of healthcare and related services to the public. In providing these services, the physicians and other licensed providers in our affiliated professional groups are exposed to the risk of professional liability claims. Further, plaintiffs have proposed expanded theories of liability against managed care companies as well as against employers who use managed care in many cases that, if established and successful, could expose us to liability from such claims, and could adversely affect our operations.
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Regulatory authorities or other parties may assert that, in conducting our business, we may be engaged in unlawful fee splitting or the corporate practice of medicine.
The laws of many states prohibit physicians from splitting professional fees with non-physicians and prohibit non-physician entities, such as us, from practicing medicine, self-referral and from employing physicians to practice medicine. The laws in most states regarding the corporate practice of medicine have been subjected to limited judicial and regulatory interpretation. We believe our current and planned activities do not constitute fee-splitting or the unlawful corporate practice of medicine as contemplated by these laws. There can be no assurance, however, that future interpretations of such laws will not require structural and organizational modification of our existing relationships with the practices. In addition, statutes in some states in which we do not currently operate could require us to modify our affiliation structure. If a court, payer or regulatory body determines that we have violated these laws, we could be subject to civil or criminal penalties, our contracts could be found legally invalid and unenforceable (in whole or in part), or we could be required to restructure our arrangements with our contracted physicians and other licensed providers.
We operate in an industry that is subject to extensive federal, state, and local regulation, and changes in law and regulatory interpretations could reduce our revenue and profitability.
The healthcare industry is subject to extensive federal, state, and local laws, rules, and regulations relating to, among other things:
●payment for services;
●conduct of operations, including fraud and abuse, anti-kickback, physician self-referral, and false claims prohibitions;
●operation of provider networks and provision of case management services;
●protection of patient information;
●business, facility, and professional licensure, including surveys, certification, and recertification requirements;
●corporate practice of medicine and fee splitting prohibitions;
●ERISA health benefit plans; and
●medical waste disposal and environmental protection.
In recent years, both federal and state government agencies have increased civil and criminal enforcement efforts relating to the healthcare industry. This heightened enforcement activity increases our potential exposure to damaging lawsuits, investigations, and other enforcement actions. Any such action could distract our management and adversely affect our business reputation and profitability.
In the future, different interpretations or enforcement of laws, rules, and regulations governing the healthcare industry could subject our current business practices to allegations of impropriety, self-referral or illegality or could require us to make changes in our facilities, equipment, personnel, services, and capital expenditure programs, increase our operating expenses, and distract our management. If we fail to comply with these extensive laws and government regulations, we could suffer civil and criminal penalties, or be required to make significant changes to our operations. In addition, we could be forced to expend considerable resources to respond to an investigation or other enforcement action under these laws or regulations.
Changes in laws, rules, and regulations, including those governing the corporate practice of medicine, fee splitting, workers’ compensation, and insurance, may affect our ability to expand our operations into other states and, therefore, may reduce our profitability.
State laws, rules, and regulations relating to our business vary widely from state to state, and courts and regulatory agencies have seldom interpreted them in a way that provides guidance with respect to our business operations. Changes in these laws, rules, and regulations may adversely affect our profitability. In addition, the application of these laws, rules, and regulations may affect our ability to expand our operations into new markets.
Most states limit the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals. Many states also limit the scope of business relationships between business entities like ours and licensed professionals and professional organizations, particularly with respect to fee splitting between a licensed professional or professional organization and an unlicensed person or entity. We operate our business by maintaining long-term administrative and management agreements with affiliated professional doctors. Through these agreements, we perform only non-medical administrative services. All control over medical matters is retained by the affiliated physicians or professional groups. Although we believe that our arrangements with physicians and the other affiliated licensed providers comply with applicable laws, regulatory authorities or other third parties may assert that we are engaged in the corporate practice of medicine or that our arrangements with the physicians or affiliated professional groups constitute fee-splitting or self-referral, or new laws may be introduced that would render our arrangements illegal. If this were to occur, we and/or the affiliated professional groups could be subject to civil or criminal penalties and/or we could be required to restructure these arrangements, all of which may result in significant cost to us and affect our profitability.
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Confidentiality laws and regulations may increase the cost of our business, limit our service offerings, or create a risk of liability.
The confidentiality of individually identifiable health information, and the conditions under which such information may be maintained, that is included in our databases, used internally, or disclosed to third parties are subject to substantial governmental regulation. Legislation governing the possession, use, and dissemination of such protected health information and other personally identifiable information has been proposed or adopted at both the federal and state levels. Such laws and regulations may require us to implement new security measures. These measures may require substantial expenditures of resources or may limit our ability to offer some of our products or services, thereby negatively impacting the business opportunities available to us. If we are found to be responsible for any violation of applicable laws, regulations, or duties related to the use, privacy, or security of protected health information or other individually identifiable information, we could be subject to civil or criminal liability.
Risks Related to Our Common Stock

We may issue shares of common stock in the future, which could cause further dilution to all stockholders.

We may seek to raise equity or equity-related capital in the future.  Any issuance of shares of our common stock will dilute the percentage ownership interest of all stockholders and may further dilute the book value per share of our common stock.

We do not anticipate paying any cash dividends.

We have never paid cash dividends on our common stock and do not anticipate doing so for the foreseeable future.  The payment of dividends, if any, is within the discretion of our board of directors and is dependent on our revenues and earnings, if any, capital requirements, general financial condition, and other relevant factors.  We presently intend to retain all earnings, if any, to implement our business strategy.

The market for our stock is limited and our stock price may be volatile.
There is a limited market for our common stock and a stockholder may not be able to liquidate his or her shares regardless of the necessity of doing so.  The prices of our shares are highly volatile. This could have an adverse effect on developing and sustaining the market for our securities.  We cannot assure you that the market price of our common stock will not fluctuate or decline significantly.  In addition, the stock markets in general can experience considerable price and volume fluctuations.

The trading price of our common stock entails additional regulatory requirements, which may negatively affect such trading price.

Generally, the Securities and Exchange Commission generally defines a “penny stock” as any equity security that is quoted over-the-counter, such as on the OTC Bulletin Board (which is a facility of FINRA) or OTC Link LLC (which is owned by OTC Markets Group, Inc., formerly known as Pink OTC Markets Inc.) that has a market price of less than $5.00 per share.  The trading price of our common stock is below $5.00 per share.  As a result of this price level, our common stock is considered a penny stock and trading in our common stock is subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934.  These rules require additional disclosure by broker-dealers in connection with any trades generally involving penny stocks subject to certain exceptions.  Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions).  For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transaction before sale.  The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock.  As a consequence, the market liquidity of our common stock could be severely affected or limited by these regulatory requirements.
item.

ITEM 1B. UNRESOLVED STAFF COMMENTS


Not Applicable.

ITEM 1C. CYBERSECURITY.

Cybersecurity Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.

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cybersecurity risk that will be integrated into an overall risk management system, which will be managed by senior management and overseen by the Board of Directors. As part of this development, we plan to identify and address cybersecurity risks related to our business, privacy and compliance issues through a multi-faceted approach that is expected to include third party assessments, internal information technology (IT) audit, IT security, governance, risk and compliance reviews. In connection with these planned approaches, and to defend, detect and respond to cybersecurity incidents, we, among other things, will consider: conducting proactive privacy and cybersecurity reviews of systems and applications, audits of applicable data policies, performing penetration testing using external third-party tools and techniques to test security controls, conducting employee training, monitoring emerging laws and regulations related to data protection and information security, and implementing appropriate changes.

As part of the above planned processes, we may engage external auditors and consultants with expertise in cybersecurity to assess our internal cybersecurity programs and compliance with applicable practices and standards.

We plan to design our risk management program to also assesses third party risks, and we plan to perform third-party risk management to identify and mitigate risks from third parties, such as vendors, suppliers, and other business partners associated with our use of third-party service providers. In addition to new vendor onboarding, we plan to perform risk management during third-party cybersecurity compromise incidents to identify and mitigate risks to us from third-party incidents.

Cybersecurity Governance

We expect that cybersecurity will become an important part of our risk management processes and an area of focus for our Board of Directors and management. We expect that our Board of Directors will be responsible for the oversight of risks from cybersecurity threats. We expect our senior management will provide our Board of Directors updates on a quarterly basis regarding matters of cybersecurity. This is expected to include existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives. We expect that our Board members will also engage in periodic conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

Currently, our Chief Executive Officer is expected to lead our cybersecurity risk assessment and management processes and oversees their implementation and maintenance. Our Chief Executive Officer will be tasked with staying informed about, and monitoring the prevention, mitigation, detection and remediation of cybersecurity incidents through his management of, and participation in, the cybersecurity risk management and strategy processes we plan to develop and as described above, including the operation of an incident response plan, and report to the Board of Directors on any appropriate items.

ITEM 2. PROPERTIES


We currently maintain our

Our principal executive offices are located at 5225 Katy Freeway,895 Dove Street, Suite 600, Houston, Texas 77007.  This office space encompasses approximately 1,948 square feet and is provided300, Newport Beach, CA 92660. We occupy this location pursuant to a lease that may be terminated by us at the rental rate of $6,000 per month by Northshore Orthopedics, Assoc. (“NSO”), a company owned by William Donovan, M.D., our Director and Chief Executive Officer. The rent includes the use of the telephone system, computer server, and copy machines.  The lease for the office space expired in January 2017, and we currently rent the office space on a month-to-month basis.


We lease a 2,400 square foot warehouse/office in Clear Lake Shores, Texas where we assemble, develop, test, and market the Quad Video Halo.  The lease is month-to-month with a monthly rent of $1,950.

90 days prior notice.

ITEM 3. LEGAL PROCEEDINGS

As of the date of this Annual Report, to our knowledge, there are no legal proceedings or regulatory actions material to us to which we are a party, or have been a party to, or of which any of our property is or was the subject matter of, and no such proceedings or actions are known by us to be contemplated except as provided below:

Due to the misrepresentations and omissions of SuperGreen, Calvin C. Cao and Michael H. Cao, among other reasons, the Company filed a complaint in the U.S. District Court, Central District of California on February 2, 2023 against SuperGreen, Michael H. Cao, Linh T. Dao, Calvin C. Cao and entities affiliated with them alleging fraud-concealment, breach of contract, breach of fiduciary duty-duty of good faith, breach of fiduciary duty-undivided loyalty, conversion and violation of California Penal Code Sec. 496 (the “Cao Lawsuit”). This lawsuit seeks compensatory damages of at least $33.6 million, treble and punitive damages, imposition of a constructive trust over the defendants assets, pre-judgment and post-judgment interest, attorney’s fees and such other relief as determined by the court.

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None.

Effective February 20, 2023, the Company, together with its wholly owned subsidiary Bitech Mining Corporation entered into a Confidential Settlement, Mutual Release, and Share Transfer Agreement (the “C. Cao Settlement Agreement”) with Calvin Cao (“C. Cao”) and SuperGreen Energy Corporation (“SuperGreen,” together with C. Cao, the “C. Cao Parties”). The C. Cao Settlement Agreement settles as to the C. Cao Parties, the Cao Lawsuit. Pursuant to the C. Cao Settlement Agreement, the C. Cao Parties terminated the Patent & Technology Exclusive and Non-Exclusive License Agreement between Bitech Mining Corporation and SuperGreen dated January 15, 2021 as amended on January 15, 2021 and on March 26, 2022 (the “License Agreement”) and SuperGreen canceled 51,507,749 shares of the Company’s common stock, par value $0.001 per share issued by the Company to SuperGreen pursuant to the License Agreement. In addition, the parties to the Settlement Agreement agreed to a mutual general release of liabilities against each other, refrain from making any disparaging remarks about each other and the Company’s filing a dismissal with prejudice of the Cao Lawsuit as to the C. Cao Parties. The Settlement Agreement also contains additional covenants, representations and warranties that are customary of litigation settlement agreements. The Company intends to continue to pursue the Cao Lawsuit as to the remaining defendants in that case, namely Michael Cao, B&B Investment Holding, LLC (“B&B Investment”) and Linh Dao.

On March 6, 2023, Michael Cao and Linh Dao filed, without an attorney, a pro se Motion to Dismiss for Lack of Jurisdiction.

On April 17, 2023, the court dismissed the Cao Lawsuit without prejudice due to a lack of subject matter jurisdiction. On April 18, 2023, we filed a complaint against Michael H. Cao, Linh T. Dao, B & B Investment Holding, LLC (“B & B Investment”) and Cory Thomason in the Orange County California Superior Court containing substantially the same allegations included in the Cao Lawsuit filed in federal court (the “Cao State Court Lawsuit”). We served Mr. Cao, Ms. Dao and B & B Investment Holding, LLC on April 26, 2023 and are continuing efforts to serve Mr. Thomason. Defendants Michael H. Cao, Linh T. Dao, B & B Investment (pro se) filed a Motion to Quash Service of Summons; Motion to Dismiss or Stay Complaint (the “B & B Motions”). In response to this motion, the Company filed a Motion to Strike B & B Investment’s motion (the “Motion to Strike”), Request for Sanctions in Amount of $2,400 and Request for Default as to B & B Investment because it is being impermissibly represented by Michael H. Cao who is engaging in the unauthorized practice of law as to a corporate entity. On October 13, 2023, the Court granted in part the Company’s unopposed Motion to Strike, striking the B & B Investment Motions and ordering B &B Investment to retain an attorney no later than October 27, 2023 or be subject to default because corporate entities are not permitted to appear in court without an attorney. The Court denied Mr. Cao’s Motion to Quash and took Linh Dao’s Motion to Quash off calendar, thus keeping all Defendants in the case. The Court ruled that Michael Cao already waived his rights to file such a motion by making a general appearance in the case and noted that Defendants failed to appear at the hearing. On or about October 27, 2023, the Company’s counsel received an initial communication from an attorney attaching responses to the Company’s complaint on behalf of Mr. Cao and B&B Investment. On November 27, 2023, Mr. Cao and B&B Investment filed a Demurrer to the Complaint and Motion to Strike Portions of the Complaint. These responses to the Company’s Complaint, along with the motions filed by Mr. Cao pro se, are all set to be heard on May 10, 2024. The Company will be filing Oppositions to each of these motions. A Case Management Conference is also set for May 10, 2024.

Mr. Cao served initial responses to our discovery requests, but we believed these responses were evasive and asserted unnecessary objections. After attempting to meet and confer with Mr. Cao, we filed motions to compel further responses to our discovery requests which were heard on December 8, 2023. The Court granted in part and denied in part our motions. Accordingly, Mr. Cao served supplemental responses and provided responsive documents, which we have deemed sufficient.

The Company intends to vigorously prosecute the Cao State Court Lawsuit. We cannot predict the outcome of this lawsuit, however.

Litigation Assessment

We have evaluated the foregoing Cao Lawsuit to assess the likelihood of any unfavorable outcome and to estimate, if possible, the amount of potential loss as it relates to the litigation. Based on this assessment and estimate, which includes an understanding of our intention to vigorously prosecute the Cao Lawsuit, we believe that the potential defenses of any of the remaining defendants lack merit, however, and we cannot predict the likelihood of any recoveries by any of our claims against the remaining defendants. This assessment and estimate is based on the information available to management as of the date of this Annual Report and involves a significant amount of management judgment, including the inherent difficulty associated with assessing litigation matters in their early stages. As a result, the actual outcome or loss may differ materially from those envisioned by the current assessment and estimate. Our failure to successfully prosecute, defend or settle the Cao Litigation with the remaining defendants could have a material adverse effect on our financial condition, revenue and profitability and could cause the market value of our common stock to decline.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II


ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the Over-the-Counter Bulletin BoardOTCQB tier of the OTC Markets Group, Inc. under the symbol, “SPIN.“BTTC.” TradingThe OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information.

The following table sets forth trading information for our common stock for the periods indicated, as quoted on the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

  Low Trading Price  High Trading Price 
Period ($)  ($) 
Year Ended December 31, 2023        
Fourth Quarter (December 31, 2023)  0.02   0.07 
Third Quarter (September 30, 2023)  0.03   0.05 
Second Quarter (June 30, 2023)  0.02   0.05 
First Quarter (March 31, 2023)  0.02   0.07 
         
Year Ended December 31, 2022        
Fourth Quarter (December 31, 2022)  0.02   0.14 
Third Quarter (September 30, 2022)  0.10   0.19 
Second Quarter (June 30, 2022)  0.09   0.45 
First Quarter (March 31, 2022)  0.07   0.18 

Record Holders

As of December 31, 2023 there were approximately 115 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

Dividend Policy

We have not declared or paid any dividends on our common stock since our inception. We currently intend to reinvest all cash resources to finance the development and growth of our business. As a result, we do not intend to pay dividends on our common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions.  The high and low sales prices for the common stock for each quarter of the fiscal years ended December 31, 2017 and 2016, according to Nasdaq.com, were as follows:

Quarter
Ended
 High  Low 
3/31/17 $0.50  $0.15 
6/30/17 $0.46  $0.22 
9/30/17 $0.40  $0.22 
12/31/17 $0.39  $0.21 
3/31/16 $0.50  $0.24 
6/30/16 $0.45  $0.31 
9/30/16 $0.45  $0.25 
12/31/16 $0.32  $0.15 

Record Holders

As of March 29, 2018, there were approximately 66 stockholders of record of our common stock, and we estimate that there were approximately 600 additional beneficial stockholders who hold their shares in “street name” through a brokerage firm or other institution. As of March 29, 2018, we have a total of 20,215,882 shares of common stock issued and outstanding.  The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Dividends

We have not declared any cash dividends since inception and do not anticipate paying any dividends in the foreseeable future. The payment ofAny future determination to pay dividends is withinwill be at the discretion of theour board of directors and will depend on our earnings, capital requirements,the financial condition, earnings, legal requirements, restrictions in its debt agreements and any other relevant factors. There are no restrictionsfactors that currently limitour board of directors deems relevant. In addition, as a holding company, our ability to pay dividends depends on our common stockreceipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that we or our subsidiaries may incur.

Unregistered Sales of Securities

The following information represents securities sold by us that has not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other than those generally imposedsecurities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We issued all of the securities listed below pursuant to the exemption from registration provided by applicable state law.Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder.

On December 21, 2022, the Company awarded a director as Compensation service to the Company as a director, an option to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $0.07 per share which vest as to 20%   of the award on each December 21, beginning December 21, 2023, so long as such directors is providing services to the Company or one of its subsidiaries subject to acceleration in the event of termination for cause.   

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On February 13, 2023, the Company awarded an officer and director of the Company as compensation for service to the Company, an option to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $0.025 per share which vest 80% on date of grant and 10% on January 1, 2024 and 10% on January 1, 2025 so long as person is providing services to the Company or one of its subsidiaries subject to acceleration in the event of termination for cause.

On April 3, 2023, the Company awarded a director as Compensation for service to the Company as a director, an option to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $0.03 per share which vest 50% of the date of grant and 50% on April 3, 2024, so long as such director is providing services to the Company or one of its subsidiaries subject to acceleration in the event of termination for cause.  

On April 3, 2023, the Company awarded an officer and director of the Company as compensation for services to the Company an option to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $0.03 per share which vests 50% on date of award on April 3, 2023 and 50% on April 3, 2024, so long as person is providing services to the Company or one of its subsidiaries subject to acceleration in the event of termination for cause.

On November 27, 2023, the Company awarded a director as compensation for services to the Company as a director, 1,000,000 shares of restricted Common Stock which vested on December 31, 2023. The value of this award was $20,000.

On November 27, 2023, the Company awarded an Officer and director of 500,000 shares of restricted Common Stock which vests 100% on December 31, 2023 so long as such person is providing services to the Company or one of its subsidiaries.

The Company issued 1,674506 unregistered shares of its Common Stock valued at $117,455 during the year ended December 31, 2023 as payment for services provided to the Company.

During April, May and June, 2023, the Company sold 11,250,000 unregistered shares of its Common Stock to six private investors in exchange for $225,000 ($0.02 per share).

During August 2023 the Company sold 666,667 unregistered shares of its Common Stock to one private investor for $20,000 ($0.03 per share)

During October, November, and December 2023 the Company sold 5,375,000 unregistered shares of its Common Stock to three private investor for $167,500 ($0.03-$0.04 per share)

Equity Compensation Plan Information


As of December 31, 2017,2023, we do not have any compensation plans under which our equity securities are authorized for issuance.


Sales of Unregistered Securities

All equity securities that we have sold during the period covered by this report that were not registered under the Securities Act have previously been disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K except for the following:

In December 2017, we issued 40,000 restricted shares of common stock to Dr. Jeffrey Cronk, our Chief Operating Officer, in connection with his employment agreement. The securities were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder.  The issuance of securities did not involve a “public offering” based upon the following factors: (i) the issuance of securities was an isolated private transaction; (ii) a limited number of securities were issued to a single purchaser; (iii) there were no public solicitations; (iv) the investment intent of the purchaser; and (v) the restriction on transferability of the securities issued.

ITEM 6. SELECTED FINANCIAL DATA


Not Applicable.

RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following

This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Bitech Technologies Corporation (the “Company,” “Bitech Technologies,” “our” or “we”) is for the years ended December 31, 2023 and 2022. It is supplemental to, and should be read in conjunction with, the audited consolidated financial statements and the related notes to the consolidated financial statements included in this Form 10-K.


Management Overview

At the end of 2008, we launched our new business concept of medical services and technology that delivers turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary, reasonable and appropriate treatment for musculo-skeletal spine injuries. Moving forward, our main focus will be on the expansion and development of spine injury diagnostic centers across the nation.
Results of Operations

For the years ended December 31, 2017 versus 2016:

We recorded $1,855,615 in net revenues with $571,769 in costs of services and gross profit of $1,283,846 for the year ended December 31, 2017.  We recorded $2,117,078 in net revenues with $689,101 in costs of services and gross profit of $1,427,977 for the year ended December 31, 2016.  Revenue for 2017 was down due to our affiliated center in San Antonio electing not to continue the business relationship, coupled with decreased case volume resulting in lower revenue from our Tyler affiliate. Another factor that decreased revenue was Hurricane Harvey which shut down our affiliated center in Houston for a period of time in 2017.

We recognize revenue by reference to “net revenue,” which is gross amounts billed using CPT codes less account discounts that are expected to result when individual cases are ultimately settled.  A discount rate of a 48% based on settled patient cases, was used to determine net revenue during 2017 and 2016. Accordingly, we had gross revenues of $3,059,327 with net revenues of $1,855,615 for the year ended December 31, 2017, versus gross revenues of $3,537,791 with net revenues of $2,117,078 for the year ended December 31, 2016.

Expenses

For the years ended December 31, 2017 versus 2016:

Operating, general and administrative expenses for the year ended December 31, 2017 were $1,624,717 as compared to $2,087,266 for the year ended December 31, 2016. Operating expenses decreased due to decreases in bad debt expense, payroll costs, legal costs, travel costs, and research and development costs, offset by an increase in consulting costs.

Bad debt expense, included in operating, general and administrative expenses, totaled $270,000 and $683,338, respectively, for the years ended December 31, 2017 and 2016. The decrease in bad debt expense is primarily attributable to our decision to discontinue doing business in Florida in 2014, which has resulted in limited personnel and affiliates in the region to assist in collection efforts and a resulting increase in the allowance for bad debts in 2015 and 2016, with no similar bad debt write offs related to Florida in 2017. While we continue to pursue all amounts owed, we increased the allowance for bad debt during 2015 and 2016 related to Florida accounts to reflect full reserve in Florida.

Other income (expense) for the year ended December 31, 2017 was an expense of $49,365 as compared to expense of $50,995 for the year ended December 31, 2016. For the twelve months ended December 31, 2017, other income was $6,357 offset by expenses of $55,722.  For the year ended December 31, 2016, other income was $7,057 offset by expenses of $58,052. The small decrease in expense for 2017 versus 2016 is primarily attributable to the restructuring of our debt from high interest notes to our line of credit with Wells Fargo which bears interest at the 30 day London Interbank Offered Rate (“LIBOR”) plus 2%, resulting in an effective rate of 3.57% at December 31, 2017.  We paid off a loan of $50,000 in March 2017 reducing interest expense.
Net Income or Loss

For the years ended December 31, 2017 versus 2016:

Net loss for the year ended December 31, 2017 was $405,924 compared to net loss of $755,945 for the year ended December 31, 2016.  Lower operating expenses, coupled with reduced interest costs, reduced bad debt expense and lower personnel costs to develop and market the Quad Video Halo, resulted in net loss decreasing in 2017 from 2016.

Liquidity and Capital Resources

For the year ended December 31, 2017 versus 2016:

During 2017, cash used in operating activities was $149,806 as compared to $202,616 of cash provided in 2016.  The decrease in cash generated in operations was mainly due to increases in accounts receivable balances and inventory of Quad Video Halo units, coupled with fewer noncash charges.

During the year ended December 31, 2017, we purchased components for a telemedicine unit whereby an exam could be done without the physician being present, saving travel costs versus a purchase of no equipment in 2016, resulting in cash used in investing activities.

Cash flows used in financing activities totaled $25,000 for the year ended December 31, 2017, consisting of payments of current debt of $75,000 offset by $50,000 in draws on our line of credit. Cash flows used in financing activities totaled $120,000 for the year ended December 31, 2016, consisting of a payment of current debt of $250,000, offset by $130,000 in draws on our line of credit.

We have debt totaling $225,000 that is due in August 2018 to our director Peter Dalrymple.  We anticipate using the line of credit to cover the payments as we continue to seek new business or we will attempt to restructure the notes.
Capital Expenditures

There were no capital expenditures in 2017 or 2016 relating to the Quad Video Halo system.  We did spend $3,614 in 2017 for equipment relating to telemedicine.  We plan on using this equipment in Odessa, in an effort to save both time and money.

Income Tax Expense (Benefit)

We have experienced losses and as a result have net operating loss carryforwards available to offset future taxable income.

Critical Accounting Policies

In Note 3 to the audited consolidated financial statements for the years endedperiod January 8, 2021 (inception) through December 31, 20172023 and 2016the accompanying notes for such period included in thisour Current Report on Form 10-K, we discuss those accounting policies that8-K filed with the Securities and Exchange Commission, or SEC, on April 4, 2022. Our financial statements are considered to be significant in determining the results of operations and our financial position. The following critical accounting policies and estimates are important in the preparation of our financial statements:

Use of Estimates

The preparation of financial statementsprepared in accordance with accounting principles generally accepted in the United States of America requires(“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

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The information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws. All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: our managementfuture business activities; our ability to make significant estimatesgenerate revenues; our need for substantial additional financing to operate our current and judgments that affect the reported amountsfuture business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; risks related to competition; risks related to our lack of assets, liabilities, revenuesinternal controls over financial reporting and expenses. By their nature, these judgmentseffectiveness; increased costs we are subject to an inherent degreeas a result of uncertainty. On an ongoing basis, we evaluate estimates. We base our estimates on historical experiencebeing a public company in the United States; and other facts and circumstancesevents or conditions that we believemay occur in the future.

Forward-looking statements may relate to be reasonable, and thefuture financial conditions, results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptionsoperations, plans, objectives, performance or conditions.

Revenue Recognition and Accounts Receivable

We conform to the guidance provided by SEC Staff Accounting Bulletin, Topic 13, “Revenue Recognition.”  Persuasive evidence of an arrangement is obtained prior to services being rendered when the patient completes and signs the medical and financial paperwork.  Delivery of services is considered to have occurred when medical diagnostic services are provided to the patient.  The price and terms for the services are considered fixed and determinablebusiness developments. These statements speak only as at the time that the medical servicesdate they are providedmade and are based uponon information currently available and on the type and extentthen current expectations of the party making the statement and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking statements.

Although we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks discussed above.

Consequently, all forward-looking statements made in this MD&A and other documents, as applicable, are qualified by such cautionary statements, and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on us. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we and/or persons acting on its behalf may issue. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation.

Overview of the Business

We have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with plans to develop Battery Energy Storage System (BESS) projects, commercial and residential renewable energy solutions, enterprise utility services, rendered.  Our credit policy has been established based upon extensive experience by managementpublic service engagements, and other renewable energy initiatives. We plan to pursue these innovative energy technologies through research and development, technology integration, planned acquisitions of other early stage green energy development projects and plans to become a grid-balancing operator using BESS solutions and applying new green technologies as a technology enabler in the industrygreen energy sector. Our team has identified two highly competitive battery energy storage suppliers who have expressed interest in establishing partnerships with us, as we seek to integrate their products into projects that we identify, including grid-balancing BESS projects we plan to pursue following the Business Combination with Bridgelink discussed below. In addition, we are seeking business partnerships with defensible technology innovators and has been determinedrenewable energy providers to ensurefacilitate investments, provide new market entries toward emerging-growth regions and implement innovative, scalable energy system solutions with technological focuses on smart grid, Home Energy Management System (HEMS), Building Energy Management System (BEMS), City Energy Management System (CEMS), energy storage, and EV infrastructure.

In December 2023, we received an initial purchase order from a strategic customer to implement a BEMS Virtual Power Plant (VPP) Program designed to save electricity for approximately 4,000 multi-dwelling units (MDUs). Our customer is working with PJM, a Regional Transmission Organization (RTO) that collectability is reasonably assured.  Payment forcoordinates the movement of wholesale electricity in the District of Columbia in the U.S. and all or parts of 13 states including Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia. We have commenced providing services pursuant to this purchase order and we expect to complete our work during [__].

17

We are primarily made to us byalso developing a third partysuite of services and bundled products we call the credit policy includes terms of net 240 days for collections.



We recognize revenue and accounts receivable in accordance with SEC staff accounting bulletin, Topic 13, “Revenue Recognition”, which requires persuasive evidence that a sales arrangement exists; the fee is fixed or determinable; and collection is reasonably assured before revenue is recognized. The patients are billed by the healthcare provider based on Current Procedural Terminology (“CPT”) codes for the medical procedure performed. CPT codes are numbers assigned to every task and service a medical practitioner may provide to a patient including medical, surgical and diagnostic services. CPT codes are developed, maintained and

copyrighted by the American Medical Association. Patients are billed at the normal billing amount, based on national averages, for a particular CPT code procedure.

Revenue and corresponding accounts receivable are recognized by reference to “net revenue” and “accounts receivable, net” which is defined as gross amounts billed using CPT codes less account discounts thatBitech Smart Energy Technology Solutions. Our planned solutions are expected to result when individual casesintegrate a variety of Energy Management Systems (X-EMS) that allow for efficient management of energy usage, Energy Storage Systems (ESS) for storing excess energy and Smart Power Systems (SPS) that regulate the flow of energy in homes and commercial buildings. We also offer Power Control Conversion solutions that are ultimately settled.  Whiledesigned to optimize the utilization of renewable energy sources. With our planned portfolio of integrated solutions, we dobelieve that individuals and businesses will be capable of reducing their carbon footprint while also enjoying significant cost savings on their energy bills.

With combined experience in the power industry ranging from EMS, energy storage, Industrial IoT and system integration, we plan to leverage this expertise to develop a three-pronged Green Energy Technology Enabler Business model to effectively cater to the rapidly growing demand for sustainable energy solutions.

We plan to execute a “Dual Growth Business Model” as discussed in Part I, Item 1. Business which includes an in-house technology innovation implementing system integration approach enhanced with our plans to carry out technology merger and acquisitions for specific green energy applications, and (2) revenue growth by executing planned BESS operations following our planned Business Combination with Bridgelink discussed below, additional potential joint ventures and/or partnerships with operating partners to collect operating and joint venture revenues from BESS operations. As described in our Dual Growth Business Model, we aim to grow by strategically acquiring intellectual property (IP) assets.

In light of these practical initiatives and other reasons noted below, we have, however, elected to discontinue our efforts to commercialize the electric power generation and charging system (the “Tesdison Technology”) we formerly licensed from SuperGreen Energy Corporation (“SuperGreen”) pursuant to the Patent & Technology Exclusive and Non-Exclusive License Agreement dated January 15, 2021, as amended, entered into between SuperGreen and the Company’s wholly owned subsidiary Bitech Mining Corporation (“Bitech Mining”) (the “SuperGreen License”). In addition, we paused the further development of Intellisys-8, our planned chipset and related software due to the unfavorable market conditions within the cryptocurrency market in 2023.

Our business expansion plans will require a significant amount of additional capital. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and involve a significant number of future business, financial, operational and regulatory risks. See “Note About Forward-Looking Statements.”

Recent Transactions

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2024, on January 8, 2024, the Company, Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”), a solar and energy storage development company based in Fort Worth, Texas and C & C Johnson Holdings LLC, the sole member of Bridgelink (the “Member”) entered into a Letter Agreement (the “Letter Agreement”) for a business combination (the “Business Combination”). See “Part I, Item 1. Business – Recent Transactions.” Completion of the Business Combination is contingent upon the parties entering into a definitive agreement which will contain certain conditions to close, including a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital Infusion”) prior to closing. In addition, the definitive agreement is expected to include additional covenants, representations and warranties that are customary of business combination agreements of this type.

Acquisition of Bitech Mining Corporation

The Company acquired Bitech Mining Corporation (“Bitech Mining”) on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”). Pursuant to the Share Exchange Agreement the Company acquired from the Sellers, an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock representing 100% of the issued and outstanding shares of Bitech Mining (collectively, the “Bitech Mining Shares”). In consideration of the Bitech Mining Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). Each Bitech Mining Share was entitled to receive 0.09543 shares of Series A Preferred Stock. Each share of Series A Preferred Stock automatically converted into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there were a sufficient number of shares of Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 485,781,168 shares of Common Stock following the June 27, 2022 filing of an amendment to the Company’s Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000 shares. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

18

The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining was considered the acquirer for accounting purposes.

Disposition of Quad Video Assets

On June 30, 2022 (the “Effective Date”), we completed the sale of all of the assets of our wholly owned subsidiary Quad Video Halo, Inc. (“Quad Video”) pursuant to the terms of an Asset Purchase Agreement entered into among Quad Video, Quad Video Holdings Corporation (“Quad Holdings”) and Peter Dalrymple, a former officer, director and substantial shareholder of the Company (“Dalrymple,” together with Quad Holdings, collectively, the “Buyers”) dated as of the Effective Date (the “Quad Video APA”). Pursuant to the terms of the Quad Video APA, Quad Video sold all of its assets to Quad Holdings which included its accounts on some patients, our historical collection rate isreceivables, fixed assets, intangible assets and all customer lists associated with Quad Video’s business (the “Quad Video Assets”).

Prior to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”) used to calculaterecord medical procedures including the carrying balancecollection of accounts receivables related to previously provided spine injury diagnostic services (collectively, the accounts receivable and“QVH Business”). On June 30, 2022, we sold the estimated revenueassets related to be recorded.   A discount ratethe QVH Business.

Comparison of 48%, based on payment history, was used to reduce revenue to 52% of CPT code billings (“gross revenue”) during the years ended December 31, 20172023 and 2016.


Accounting Standards Updates

In Note 3 to the audited consolidated financial statements2022.

We have generated minimal revenues for the yearsyear ended December 31, 20172023 and 2016 included in this Form 10-K, we discuss those recent accounting pronouncements that may be considered to be significant in determiningno revenues from its primary business for the results of operations and our financial position.


Going Concern

Since our inception in 1998, until commencement of our spine injury diagnostic operations in August, 2009, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit from operations of $15,004,698 as ofyear ended December 31, 2009.  Since that time, our accumulated deficit has increased $2,551,866 to $17,556,564 as2022. The Company generated $7,000 of other income for the year ended December 31, 2017. 2023 not related to it’s primary business. We invoiced and collected $26,197 from our QVH legacy business and recorded other income of $50,275 generated from accounts receivable previously written-off as uncollectible for the year ended December 31, 2022.

During the year ended December 31, 2017,2023, we realizedincurred $819,001 of general and administrative expenses compared to $888,106 for the same period in 2022. General and administrative expenses have decreased during 2023 compared to 2022 as the Company moves from development stage to revenue generation and keeps overhead lean.

As a result of the foregoing, we had net revenueloss of $1,855,615 and($811,693) for the year ended December 31, 2023, compared to a net loss of $405,924. Successful business($811,635) for the year ended December 31, 2022.

Working Capital

The calculation of Working Capital provides additional information and is not defined under GAAP. We define Working Capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP. This information is intended to provide investors with information about our liquidity.

Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

Liquidity and Capital Resources

As of December 31, 2023 and December 31, 2022, we had total current liabilities of $35,229 and $11,397, respectively, and current assets of $163,417 and $210,723, respectively, to meet our current obligations. As of December 31, 2023, we had working capital of $128,188, a decrease of working capital of $71,138 as compared to December 31, 2022, driven primarily by cash used in operations.

For the year ended December 31, 2023, cash used in operations was ($457,806) which primarily included the net loss of ($811,693) partially offset by $147,455 related to the issuance of common stock for services and $180,600 related to a stock option issued as compensation.

19

We have a history of operating losses. We have not yet achieved profitable operations and expect to incur further losses. We have funded our transitionoperations primarily from equity financing. As of December 31, 2023, cash generated from financing activities was not sufficient to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue adequatefund our growth strategy in the short-term or long-term. The primary need for liquidity is to support our cost structure. Considering the naturefund working capital requirements of the business, we are not generating immediate liquidityincluding operational expenses in connection with our efforts to become a provider of a suite of green energy solutions and sufficient working capital within a reasonable period of time to fund our plannedthe development projects we expect to pursue following completion of the Business Combination with Bridgelink. The primary source of liquidity has primarily been private financing transactions. The ability to fund operations and strategicpursue these opportunities and projects within the green energy industry depends on our ability to raise funds from debt and/or equity financing which is subject to prevailing economic conditions and financial, business plan through December 31, 2018.and other factors, some of which are beyond our control. There can be no assurancesassurance that thereadditional financing will be adequate financing available to us. Theus when needed or, if available, that it can be obtained on commercially reasonable terms.

Off-Balance Sheet Arrangements

As of the date of this Annual Report on Form 10-K, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources.

Changes in or Adoption of Accounting Practices

There were no material changes in or adoption of new accounting practices during the year ended December 31, 2023.

Critical Accounting Policies

See Note 2 of the accompanying notes to unaudited condensed consolidated financial statements, which note is incorporated herein by reference.

Income Tax Expense (Benefit)

We have been prepared assuming that we will continue asnot made a going concern. This basis of accounting contemplates the recovery ofprovision for income taxes in 2023 or 2022, which reflects our assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may resultvaluation allowance established against our benefits from the outcome of this uncertainty.

net operating loss carryforwards.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not Applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


Our financial statements for the fiscal years ended December 31, 20172023 and 20162022 are attached hereto.

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm
18
(PCAOB ID 6901) 21
Consolidated Financial Statements
 
Consolidated Balance Sheets at December 31, 20172023 and 2016202219
 22
Consolidated Statements of Operations for the years ended December 31, 20172023 and 201620222023
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 20172023 and 20162022
21
 24
Consolidated Statements of Cash Flows for the years ended December 31, 20172023 and 2016202222
 25
Notes to Consolidated Financial Statements23
 26


20

17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors and

Stockholders of Spine Injury Solutions, Inc.:


Bitech Technologies Corporation

Opinion on the Consolidated Financial Statements


We have audited the accompanying consolidated balance sheets of Spine Injury Solutions, Inc. (the “Company”Bitech Technologies Corporation (“the Company”) as of December 31, 20172023 and 2016,2022, and the related consolidated statements of operations, changes in stockholders’ equityshareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”)financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.


The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities, therefore, the Company has stated  that substantial doubt exists about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion


These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controlscontrol over financial reporting. As part of our auditaudits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’sentity’s internal control over financial reporting. Accordingly, we express no such opinion.


Our audit includesaudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.


Other Matter

Critical Audit Matters

The accompanyingcritical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

As described further in Note 2 to the consolidated financial statements, referred to above have been prepared assuming that the Company will continue as a going concern.  As more fully described in Note 2, the Company has  an accumulated deficit of $17,556,564 and a net loss of $405,924 as of and for theincurred losses each year endedfrom inception through December 31, 2017.  Additionally, the Company is not generating sufficient cash flows to meet its regular working capital requirements. These conditions raise substantial doubt about2023.

We determined the Company’s ability to continue as a going concern.  Management’s plansconcern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:

We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has  sufficient liquidity to these matters are also described in Note 2.  The consolidated financial statements do not include any adjustments that might resultfund operations for at least one year from the outcomefinancial statement issuance date. This testing included inquiries with management, comparison of this uncertainty.


prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.

/s/ Ham, Langston & Brezina, LLP
Fortune CPA, Inc
We have served as the Company’s auditor since 2010.
Houston, Texas 
2022.
Huntington Beach, CA
March 29, 201831, 2024
PCAOB # 6901

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18
SPINE INJURY SOLUTIONS, INC.

BITECH TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

  December 31,  December 31, 
  2017  2016 
       
ASSETS      
       
Current assets:      
Cash and Cash equivalents $77,843  $256,263 
Accounts receivable, net  1,078,184   1,395,200 
Prepaid expenses  9,250   9,250 
Inventories  200,825   183,898 
         
Total current assets  1,366,102   1,844,611 
         
Accounts receivable, net of allowance for doubtful accounts
  of $106,443 and $958,185 at December 31, 2017 and 2016, respectively
  2,405,837   2,297,283 
Property and equipment, net  43,164   58,641 
Intangible assets and goodwill  170,200   170,200 
         
Total assets $3,985,303  $4,370,735 
         
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current liabilities:        
Line of credit $1,325,000  $1,275,000 
Notes payable  225,000   300,000 
Accounts payable and accrued liabilities  79,205   82,523 
Due to related parties  27,910   - 
         
Total current liabilities  1,657,115   1,657,523 
         
Commitments and contingencies        
Stockholders’ equity:        
Common stock: $0.001 par value, 50,000,000 shares authorized, 
20,215,882 and 20,135,882 shares issued and outstanding at
December 31, 2017 and 2016, respectively
  20,216   20,136 
Additional paid-in capital  19,864,536   19,843,716 
Accumulated deficit  (17,556,564)  (17,150,640)
         
Total stockholders’ equity  2,328,188   2,713,212 
         
Total liabilities and stockholders’ equity $3,985,303  $4,370,735 

AUDITED

         
  December 31,  December 31, 
  2023  2022 
       
ASSETS        
         
Current assets:        
Cash and cash equivalents $152,417  $197,723 
Prepaid expense  11,000   13,000 
         
Total current assets  163,417   210,723 
         
Total assets $163,417  $210,723 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current liabilities:        
Accounts payable and accrued liabilities  35,229   11,397 
         
Total current liabilities  35,229   11,397 
         
Stockholders’ equity        
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively  -   - 
Series A Convertible Preferred stock; $0.001 par value, 9,000,000 shares authorized, no shares issued and outstanding at December 31, 2023 and December 31, 2022  -   - 
Preferred stock value  -   - 
         
Common stock: $0.001 par value, 1,000,000,000 shares authorized, 484,464,194 and 515,505,770 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively  484,464   515,506 
Additional paid-in capital  1,552,011   780,414 
Accumulated deficit  (1,908,287)  (1,096,594)
         
Total stockholders’ equity  128,188   199,326 
         
Total liabilities and stockholders’ equity $163,417  $210,723 

The accompanying notes are an integral part of the audited consolidated financial statementsstatements.

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SPINE INJURY SOLUTIONS, INC.

BITECH TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, 2017 and 2016
  2017  2016 
       
Net revenue $1,855,615  $2,117,078 
         
Cost of providing services, including amounts billed by a related
party of $534,886 and $544,159 during the years ended
December 31, 2017 and 2016, respectively
  571,769   689,101 
         
Gross profit  1,283,846   1,427,977 
         
Research and Development  15,688   45,661 
Operating, general and administrative expenses  1,624,717   2,087,266 
         
Loss from operations  (356,559)  (704,950)
         
Other income and (expense):        
Other income  6,357   7,057 
Interest expense  (55,722)  (58,052)
         
Total other income and (expense)  (49,365)  (50,995)
         
Net loss $(405,924) $(755,945)
         
Net loss per common share:        
Basic/ diluted $(0.02) $(0.04)
         
Weighted average shares used in loss per common share:        
Basic/ diluted  20,158,594   20,127,246 

AUDITED

         
  

For the Year ended

December 31,

2023

  

For the Year ended

December 31,

2022

 
       
REVENUE $308   26,197 
         
COST OF REVENUE  -   - 
         
GROSS PROFIT  308   26,197 
         
OPERATING EXPENSES        
General & Administrative  819,001   888,106 
Total Operating Expenses  819,001   888,106 
         
LOSS FROM OPERATIONS  (818,693)  (861,910)
         
OTHER INCOME (EXPENSE)        
Interest and Other Income  7,000   50,475 
Interest Expense  -   (200)
         
Total Other Income (Expense)  7,000   50,275 
         
LOSS BEFORE INCOME TAXES  (811,693)  (811,635)
         
BENEFIT (PROVISION) FOR INCOME TAXES  -   - 
         
NET LOSS $(811,693) $(811,635)
         
BASIC AND DILUTED LOSS PER SHARE $(0.00) $(0.00)
         
WEIGHTED AVERAGE SHARES  479,080,612   284,808,907 

The accompanying notes are an integral part of the audited consolidated financial statements.

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20
SPINE INJURY SOLUTIONS, INC.

BITECH TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ STOCKHOLDERS’ EQUITY

For the Years Ended

As of December 31, 2017 and 2016

  Common Stock  Additional  Accumulated  
Total
Stockholders’
 
  Shares  Amount  Capital  Deficit  Equity 
Balances, December 31, 2015  19,780,882  $19,781  $19,908,571  $(16,394,695) $3,533,657 
                     
Issuance of common stock options for compensation of officers  -   -   6,200   -   6,200 
Issuance of common stock for debt restructuring with an officer  300,000   300   (300)  -   - 
Issuance of common stock for consulting services  55,000   55   19,245   -   19,300 
Cancellation of common stock issued for prepaid services          (90,000)      (90,000)
Net loss  -   -   -   (755,945)  (755,945)
                     
Balances, December 31, 2016  20,135,882   20,136   19,843,716   (17,150,640)  2,713,212 
                     
Issuance of common stock for consulting services  20,000   20   5,080   -   5,100 
                     
Issuance of common stock for compensation of officers  60,000   60   15,740   -   15,800 
                     
Net loss  -   -   -   (405,924)  (405,924)
                     
Balances, December 31, 2017  20,215,882  $20,216  $19,864,536  $(17,556,564) $2,328,188 

2023

                      
  Common Stock  Preferred Stock  

Additional

Paid-In

  Accumulated  

Total

Stockholders’

Equity

 
  Shares  Amount  Shares  Amount  Capital  Deficit  (Deficit) 
                      
Balances, January 21, 2021 (inception)  20,240,882   20,241   -   -   1,265,559   -   1,285,800 
                             
Net loss  -   -   -   

 

-

   -   (284,959)  (284,959)
                             
Balances, December 31, 2021  20,240,882  $20,241   -   -  $1,265,559  $(284,959) $1,000,841 
                             
Recapitalization  -       -   -   (139,880)  -   (139,880)
Restricted Stock Awards  7,983,720   7,984   -   -   (7,984)  -   - 
Series A Preferred Shares issued in Share Exchange  -   -   9,000,000   9,000   -   -   9,000 
Shares issued upon conversion of Series A Preferred Stock  485,781,168   485,781   (9,000,000)  (9,000)  (485,781)  -   (9,000)
                             
Sale of Common Stock  1,500,000   1,500   -   -   148,500   -   150,000 
                             
Net loss  -   -   -   -   -   (811,635)  (811,635)
Balances, December 31, 2022  515,505,770  $515,506   -  $-  $780,414  $(1,096,594) $199,326 
Beginning balances, value  515,505,770  $515,506   -  $-  $780,414  $(1,096,594) $199,326 
                             
Common Stock for Services  1,674,506   1,674      

 

   115,781      117,455 
Stock Option Compensation                  180,600       180,600 
Restricted Stock Awards  1,500,000   1,500           28,500       30,000 
Cancelled Stock from SuperGreen  (51,507,749)  (51,508)          51,508       - 
Sale of Common Stock  17,291,667   17,292           395,208       412,500 
                             
Net loss  -   -   -   -   -   (811,693)  (811,693)
                             
Balances, December 31, 2023  484,464,194  $484,464   -  $-  $1,552,011  $(1,908,287) $128,188 
Ending balances, value  484,464,194  $484,464   -  $-  $1,552,011  $(1,908,287) $128,188 

The accompanying notes are an integral part of the audited consolidated financial statements.

24

SPINE INJURY SOLUTIONS, INC.

BITECH TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2017 and 2016
  2017  2016 
Cash flows from operating activities:      
Net loss $(405,924) $(755,945)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
        
Provision for bad debts  270,000   683,339 
Issuance of common stocks for services  5,100   19,300 
Issuance of stock based compensation  15,800   6,200 
Amortization of prepaid stock based compensation  -   60,000 
Loss from disposal of property and equipment  -   1,108 
Depreciation and amortization expense  19,091   19,188 
Changes in operating assets and liabilities:        
Accounts receivable, net  (61,538)  325,198 
Inventories  (16,927)  (108,438)
Accounts payable and accrued liabilities  (3,318)  (17,934)
Due to related party  27,910   (29,400)
         
Net cash (used in) provided by operating activities  (149,806)  202,616 
         
Cash flows from investing activities:        
Purchase of equipment  (3,614)  - 
         
Net cash used in investing activities  (3,614)  - 
         
Cash flows from financing activities:        
Repayments on notes payable  (75,000)  (250,000)
Net Proceeds from line of credit  50,000   130,000 
         
Net cash used in financing activities  (25,000)  (120,000)
         
(Decrease) increase in cash and cash equivalents  (178,420)  82,616 
         
Cash and cash equivalents at beginning of period  256,263   173,647 
         
Cash and cash equivalents at end of period $77,843  $256,263 
         
Supplementary disclosure of cash flow information:        
Interest paid $54,661  $58,052 
Taxes paid $-  $- 
         
Supplementary disclosure of non-cash investing and financing activities:        
Cancellation of common stock issued for prepaid services $-  $90,000 

AUDITED

         
  YEAR ENDED DECEMBER 31, 
  2023  2022 
Cash flows from operating activities:        
Net loss $(811,693) $(811,635)
Adjustments to reconcile net loss to net cash provided by operating activities:        
Impairment Write-off – Exclusive License  -   35,000 
Common Stock issued for services  147,455     
Stock Option Compensation  180,600     
Changes in operating assets and liabilities:        
Prepaid expenses and other assets  2,000   (13,000)
Accounts payable and accrued liabilities  23,832   291 
         
Net cash provided by (used in) operating activities  (457,806)  (789,344)
         
Cash flows from financing activities:        
Cash from Sale of Common Stock, net  412,500   150,000 
Recapitalization  -   (139,880)
         
Net cash provided by (used in) financing activities  412,500   10,120 
         
Net increase (decrease) in cash and cash equivalents  (45,306)  (779,224)
Cash and cash equivalents at beginning of period  197,723   976,947 
         
Cash and cash equivalents at end of period $152,417  $197,723 
         
Supplemental disclosure of non-cash Investing and Financing        
Activities:        
         
Supplementary disclosure of cash flow information:        
Interest paid $-  $200 
Taxes paid $-  $- 

The accompanying notes are an integral part of the audited consolidated financial statements.

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BITECH TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS


Spine Injury Solutions Inc.

Bitech Technologies Corporation (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March 4, 1998. We changed ourIn connection with the Company’s planned expansion of its business following the completion of the acquisition of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change its corporate name to Bitech Technologies Corporation.

We have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with plans to develop Battery Energy Storage System (BESS) projects, commercial and residential renewable energy solutions, enterprise utility services, public service engagements, and other renewable energy initiatives. We plan to pursue these innovative energy technologies through research and development, technology integration, planned acquisitions of other early stage green energy development projects and plans to become a grid-balancing operator using BESS solutions and applying new green technologies as a technology enabler in the green energy sector. Our team has identified two highly competitive battery energy storage suppliers who have expressed interest in establishing partnerships with us, as we seek to integrate their products into projects that we identify, including grid-balancing BESS projects we plan to pursue following the Business Combination with Bridgelink discussed below. In addition, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement innovative, scalable energy system solutions with technological focuses on smart grid, Home Energy Management System (HEMS), Building Energy Management System (BEMS), City Energy Management System (CEMS), energy storage, and EV infrastructure.

The Company acquired Bitech Mining on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”). The Share Exchange Agreement provides that the Company will acquire from the Sellers, an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock, par value $0.001 per share, representing 100% of the issued and outstanding shares of Bitech Mining (collectively, the “Bitech Mining Shares”). In consideration of the Bitech Mining Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). Each Bitech Mining Share shall be entitled to receive 0.09543 shares of Series A Preferred Stock. Each share of Series A Preferred Stock shall automatically convert into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 485,781,168 shares of Company Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000 shares. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc. on October 1, 2015.  We have two wholly-owned subsidiaries,, is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical financial results.

Prior to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo Inc. which holds certain assets associated with our Quad Video Halovideo recording system (“QVH”) business, and Gleric Holdings, LLC which holds certain intangible assets.


We are a technology, marketing, billing, andused to record medical procedures including the collection company facilitating diagnostic services for patients who have sustained spine injuries. In addition, we are developing QVH programsof accounts receivables related to assist surgeons and other healthcare providers with treatment documentation in specialized areas, such as spine injuries and regenerative medicine.  We deliver turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers who treat spine injuries.  Our goal is to become a leader in providing technology and monetizing services to spine and orthopedic surgeons and other healthcare providers.  By monetizing the providers’ accounts receivable, patients are not unnecessarily delayed or prevented from obtaining needed treatment.   After a patient is billed for the procedures performed we oversee collection.

We currently are providing technology and/or collection services to fourpreviously provided spine injury diagnostic centers inservices (collectively, the United States, which are located in Houston, Texas; Odessa, Texas; Tyler, Texas; and Las Cruces, New Mexico (which affiliation was added in“QVH Business”). On June 30, 2022, we sold the fourth quarter 2017).  We are seeking additional funding for expansion by way of reasonable debt financing to accelerate future development.  In connection with this strategy, we plan to offer our technology to additional diagnostic centers in new market areas that are attractive under our business model, assuming adequate funds are available.

We own a patented device and process by which a video recording system is attached to a fluoroscopic x-ray machine, the “four camera technology,” which we believe can attract additional physicians and patients, and provide us with additional revenue streams with our new programs designed to assist in treatment documentation.  We have refined the technology, through research and development, resulting in a fully commercialized Quad Video Halo System 3.0.  Using this technology, diagnostic and treatment procedures are recorded from four separate video feeds that capture views from both inside and outside the body, and a video is made which is givenassets related to the patient’s representative to verify the treatment received.   Additionally, we anticipate independent medical representatives will sell Quad Video Halo units to additional hospitals and clinics.
QVH Business.

NOTE 2. GOING CONCERN CONSIDERATIONSCRITICAL ACCOUNTING POLICIES

The following are summarized accounting policies considered to be critical by our management:

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Going Concern

Since our inception, in 1998, until commencement of our spine injury diagnostic operations in August, 2009, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit from operations of $15,004,698approximately $2 million as of December 31, 2009.  Since that time, our accumulated deficit has increased $2,551,8662023. Presently, we are trying to $17,556,564 as of December 31, 2017. We plan to increase ourlimit all operating expenses as much as possible. If in the future we decide to increase our service development, marketing efforts andand/or brand building activities. We also planactivities, we will need to increase our operating expenses and our general and administrative functions to support such growth in operations. No such growth in operations is presently planned. We are also actively seeking a private company with which to enter into a strategic business transaction, including without limitation a merger; however, we cannot predict the ultimate outcome of our growing operations. We will need to generate significant revenues to achieve our business plan.efforts. Our continued existence is dependent upon our ability to successfully execute our business plan, as well asmerge with a financially viable company, or our ability to increase revenue from services and obtain additional capital from borrowing andand/or selling securities, as needed, to fund our operations. There is no assurance that additional capital can be obtained or that it can be obtained on terms that are favorable to us and our existing stockholders. Any expectation of future profitability is likely dependent upon our ability to expand and develop our healthcare services business,successfully merge with another company, of which there can be no assurances.

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We were not involved in any procedures in 2023 and have no plans to do so in the future. The previous service revenues earned has resulted in longer settlement times, which has created a slowdown in cash collections.

Basis of Consolidation


The accompanying consolidated financial statements include the accounts of Spine Injury SolutionsBitech Technologies Corporation. and its wholly owned subsidiaries,subsidiary, Quad Video Halo, Inc. and Gleric Holdings, LLC. All material intercompany transactions have been eliminated upon consolidation.


Revenue recognition

The Company adopted Accounting Method

Our consolidated financial statementsStandards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are prepared usingsatisfied.

We have assessed the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates
The preparationimpact of the consolidated financial statements in conformity with U.S. GAAP requiresguidance by performing the use of estimates and assumptions that affectfollowing five steps analysis:

Step 1: Identify the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist ascontract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

Substantially all of the dateCompany’s revenue is derived from leasing equipment. The Company considers a signed lease agreement to be a contract with a customer. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the financial statementsperformance obligations is equal to or less than one year, and virtually all of the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptionsCompany’s contracts are inherent in the preparation of our consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of our financial position and results of operations.

Revenue Recognition
Revenues are recognized in accordance with Securities and Exchange Commission’s (“SEC”) staff accounting bulletin, Topic 13, Revenue Recognition, which specifies that onlyshort-term. The Company recognizes revenue when persuasive evidence for an arrangement exists; the fee is fixed or determinable; and collection is reasonably assured can revenue be recognized.
Persuasive evidence of an arrangement is obtained prior to services being rendered when the patient completes and signs the medical and financial paperwork.  Delivery of services is considered to have occurred when medical diagnostic services are provided to customers in an amount that reflects the patient.consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since we have an unconditional right to consideration when we have satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there is no allowances. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and terms for the services are considered fixed and determinableCompany’s best judgment at the time that the medical services are provided and are based upon the type and extent of the services rendered.  Our credit policy has been established based upon extensive experience by management in the industry and has been determined to ensure that collectabilityestimate is reasonably assured.  Payment for services are primarily made to us by a third party and the credit policy includes terms of net 240 days for collections; however, collections occur upon settlement or judgment of cases (see Note 4).made.

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Fair Value of Financial Instruments

Cash, accounts receivable, accounts payable, accrued liabilities and notes payable as reflected in the consolidated financial statements, approximates fair value. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Cash and Cash Equivalents


Cash and cash equivalents consist of liquid investments with original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. We maintain cash and cash equivalents in banks which at times may exceed federally insured limits. We have not experienced any losses on these deposits.


Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method, whereas market is based on the net realizable value. All inventories at December 31, 2017 and 2016 are classified as finished-goods and consist of our Quad Video Halo.

Property and Equipment


Property and equipment are carried at cost. When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations. Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized.


Property and equipment consistsconsist of computers and equipment and are depreciated over their estimated useful lives of three to five years, using the straight-line method.

Intangible Assets and Goodwill

Intangible assets acquired are initially recognized at cost. Intangible assets acquired in a business combination are recognized at their estimated fair value at the date of acquisition. Intangibles with a finite life are amortized, ratably, based on the contractual terms of the associated agreements. As of December 31, 2017 and 2016 the Company’s balance of intangible assets consisted solely of goodwill totaling $170,200.

Goodwill recognized in a business combination is subjective and represents the value of the excess amount given to the acquired company above the estimated fair market value of the identifiable net assets on the acquisition date. Each year, during the fourth quarter, the goodwill amount is reviewed to determine if any impairment has occurred. Impairment occurs when the original amount of goodwill exceeds the value of the expected future net cash flows from the business acquired.  At December 31, 2017 and 2016, no impairment to the asset was determined to have occurred.
Research and Development

Research and development projects and costs are expensed as incurred.  These costs consist of direct costs associated with the design of new products.  Research and development expenses incurred during the years ended December 31, 2017 and 2016, were $15,688 and $45,661, respectively.

Long-Lived Assets

We periodically review and evaluate long-lived assets such as intangible assets when events and circumstances indicate that the carrying amount of these assets may not be recoverable. In performing our review for recoverability, we estimate the future cash flows expected to result from the use of such assets and its eventual disposition. If the sum of the expected undiscounted future operating cash flows is less than the carrying amount of the related assets, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash flows. At December 31, 2017 and 2016, no impairment of the long-lived assets was determined to have occurred.


Concentrations of Credit Risk


Assets that expose us to credit risk consist primarily of cash and accounts receivable. Our accounts receivable arearise from a diversified customer base and, therefore, we believe the concentration of credit risk is minimal. Our sales are within a certain region of the United States of America, specifically the state of Texas.  Changes in legal or economic factors within Texas may affect the Company’s operating results. We evaluate the creditworthiness of customers before any services are provided. We record a discount based on the nature of our business, collection trends, and an assessment of our ability to fully realize amounts billed for services. Additionally, based on management’s estimates, weWe have established anno accounts receivable to warrant any allowance for doubtful accounts in the amount of $106,443 and $958,185, at December 31, 2017 and 2016, respectively.

2023 or December 31, 2022.

Stock Based Compensation

We account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values. Under authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), companies are required to estimate the fair value or calculated value of share-based payment awards on the date of grant using an option-pricing model. The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations. We use the Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards. During the years ended December 31, 20172023 and 2016,2022, we recognizeddid not recognize any compensation expense related to our stock based compensation of $15,800 and $6,200, respectively. We also recognized compensation expense for issuances of our common stock in exchange for services of $5,100 and $19,300 during the years ended December 31, 2017 and 2016, respectively.  During the years ended December 31, 2017 and 2016, we amortized $0 and $60,000, respectively, in compensation expense for issuance of common stock out of prepaid expenses.


those periods.

Income Taxes

We account for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income.

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Uncertain Tax Positions

Accounting Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.


We are subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon the outcomes of such matters. In addition, whenWhen applicable, we will adjust tax expense to reflect our ongoing assessments of such matters which require judgment and can materially increase or decrease our effective rate as well as impact operating results.


Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. We have recently adopted a policy of recording estimatedEstimated interest and penalties are recognized as income tax expense and tax credits as a reduction in income tax expense. For the yearsyear ended December 31, 2017 and 2016,2023, we recognized no estimated interest or penalties as income tax expense.

Legal Costs and Contingencies

In the normal course of business, we incur costs to hire and retain external legal counsel to advise us on regulatory, litigation and other matters. We expense these costs as the related services are received.

If a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. If we have the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated loss if recovery is also deemed probable.

Net Loss per Share


Basic and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods presented. During the years ended December 31, 20172023 and 2016,2022, common stock equivalents from outstanding stock options warrants and convertible debtwarrants have been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such securities were anti-dilutive. The net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the periods.

The following were potentially outstanding dilutive securities during the years ended December 31, 2023 and 2022, instruments:

December 31, 2023 - 37,000,000 Potentially Dilutive Options

December 31, 2022 – No Potentially Dilutive Options

Recent Accounting Pronouncements


In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606).  This ASU is designed to create greater comparability for financial statement users across industries and jurisdictions.  The provisions of ASU No. 2014-09 include a five-step process by which entities will recognize revenue to depict the transfer of good or services to customers in amounts that reflect the payment to which an entity expects to be entitled in exchange for those goods or services.  The standard also will require enhanced disclosures, provide more comprehensive guidance for transactions such as service revenue and contract modifications, and enhance guidance for multiple-element arrangements.  In July 2015, the FASB issued ASU No. 2015-14 which delayed the effective date of ASU No. 2014-09 by one year (effective for annual periods beginning after December 15, 2017).  Early adoption is not permitted.  We adopted the provisions of this ASU on January 1, 2018 and applied a modified retrospective approach which did not have a significant impact on the Company’s revenues or their timing.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU No. 2016-02, lessor accounting is largely unchanged. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018 with early application permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounted for leases expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Management has determined that based on current accounting and lease contract information the adoption of ASU No. 2016-02 is not expected to have a significant impact on the Company’s consolidated financial position, results of operations and disclosures.  However, management is continually evaluating the future impact of ASU No. 2016-02 based on changes in the Company’s consolidated financial statements through the period of adoption.

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU No. 2016-12 provides narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. The amendment also provides a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers and are expected to reduce the judgment necessary to comply with Topic 606. The effective date and transition requirements for ASU No. 2016-12 are the same as the effective date and transition requirements for ASU No. 2014-09. We adopted the provisions of this ASU on January 1, 2018 and applied a modified retrospective approach which did not have a significant impact on the Company’s revenues or their timing.

Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 eliminates the probable initial recognition threshold in current US GAAPgenerally accepted accounting principles (“GAAP”) and, instead, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU No. 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In November 2019, the FASB issued ASU No. 2019-10 to amend the effective date for entities that had not yet adopted ASU No. 2016-13. Accordingly, the provisions of ASU No. 2016-13 isare effective for annual periods beginning after December 15, 2020,2022, with early application permitted in annual periods beginning after December 15, 2018. The amendments of ASU No. 2016-13 should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently evaluating the future impact of ASU No. 2016-13 on the Company’s consolidated financial position, results of operations and disclosures.

29

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. ASU No. 2016-20 allows entities not to make quantitative disclosures about remaining performance obligations in certain cases and require entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The amendment also clarifies narrow aspects of ASC 606, including contract modifications, contract costs, and the balance sheet classification of items as contract assets versus receivables, or corrects unintended application of the guidance. The effective date and transition requirements for ASU No. 2016-20 are the same as the effective date and transition requirements for ASU No. 2016-09. We adopted the provisions of this ASU on January 1, 2018 and applied a modified retrospective approach which did not have a significant impact on the Company’s revenues or their timing.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of a business or as acquisitions (or disposals) of assets. ASU No. 2017-01 is effective for annual periods beginning after December 15, 2018, with early adoption permitted under certain circumstances. The amendments of ASU No. 2017-01 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-01 on the Company’s consolidated financial position, results of operations and disclosures.

In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. The amendments in this update relate to disclosures of the impact of recently issued accounting standards. The SEC staff’s view that a registrant should evaluate ASC updates that have not yet been adopted to determine the appropriate financial disclosures about the potential material effects of the updates on the financial statements when adopted. If a registrant does not know or cannot reasonably estimate the impact of an update, then in addition to making a statement to that effect, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact. The staff expects the additional qualitative disclosures to include a description of the effect of the accounting policies expected to be applied compared to current accounting policies. Also, the registrant should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed. The amendments specifically addressed recent ASC amendments to ASU No. 2016-13, Financial Instruments – Credit Losses, ASU No. 2016-02, Leases, and ASU No. 2014-09, Revenue from Contracts with Customers, although, the amendments apply to any subsequent amendments to guidance in the ASC. ASU No. 2017-03 is effective upon issuance and did not have a significant impact on the Company’s consolidated financial position, results of operations and disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update relate to the impairment test performed annually or interim.  The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable.  The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017-04 is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments of ASU No. 2017-04 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-04 on the Company’s consolidated financial position, results of operations and disclosures.

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this update provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718.  ASU No. 2017-09 is effective for annual periods, including interim periods, beginning after December 15, 2017, with early adoption permitted for interim periods of public business entities within reporting periods for which financial statements have not yet been issued.  The amendments of ASU No. 2017-09 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-09 on the Company’s consolidated financial position, results of operations and disclosures.

NOTE 4.  ACCOUNTS RECEIVABLE

We recognize revenue and accounts receivable in accordance with SEC staff accounting bulletin, Topic 13, “Revenue Recognition”, which requires persuasive evidence that a sales arrangement exists; the fee is fixed or determinable; and collection is reasonably assured before revenue is recognized. The patients are billed by the healthcare provider based on Current Procedural Terminology (“CPT”) codes for the medical procedure performed. CPT codes are numbers assigned to every task and service a medical practitioner may provide to a patient including medical, surgical and diagnostic services. CPT codes are developed, maintained and copyrighted by the American Medical Association. Patients are billed at the normal billing amount, based on national averages, for a particular CPT code procedure.

Revenue and corresponding accounts receivable are recognized by reference to “net revenue” and “accounts receivable, net” which is defined as gross amounts billed using CPT codes less account discounts that are expected to result when individual cases are ultimately settled.  While we do collect 100% of the accounts on some patients, our historical collection rate is used to calculate the carrying balance of the accounts receivable and the estimated revenue to be recorded.  A discount rate of 48%, based on payment history, was used to reduce revenue to 52% of CPT code billings (“gross revenue”) during the years ended December 31, 2017 and 2016.

The patients who receive medical services at the diagnostic centers are typically patients involved in auto accidents or work injuries. The patient completes and signs medical and financial paperwork, which includes an acknowledgement of the patient’s responsibility of payment for the services provided. Additionally, the paperwork should include an assignment of benefits.  The timing of collection of receivables varies depending on patient sources of payment. Historical experience, through 2017, demonstrated that the collection period for individual cases may extend for two years or more. Accordingly, we have classified receivables as current or long term based on our experience, which indicates as of December 31, 2017 and 2016 that 30% of cases will be collected within one year of a medical procedure.

NOTE 5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2017 and 2016:

  2017  2016 
       
Computers and equipment $98,169  $94,555 
Less: accumulated depreciation  (55,005)  (35,914)
  $43,164  $58,641 

Depreciation expense totaling $19,091 and $19,118, respectively, was charged to operating, general and administrative expenses during the years ended December 31, 2017 and 2016.

During 2017 and 2016 we incurred a loss from disposal on property and equipment totaling $0 and $1,108, respectively.

NOTE 6.  NOTES PAYABLE AND LONG TERM DEBT

Debentures and third party note payable

In June 2013, we extended the maturity date of a $50,000 third party note originally due March 9, 2015 to a maturity date of March 9, 2017 in exchange for warrants to purchase 50,000 shares at $0.45 per share.  In March 2017 we repaid this third party note in full based on the stated contractual terms.  Associated warrants have also expired and are no longer exercisable.

Convertible and secured notes payable

On August 29, 2012, we issued Peter Dalrymple, a director of the Company, a $1,000,000 three-year secured promissory note bearing interest at 12% per year, with thirty-five monthly payments of interest commencing on September 29, 2013, and continuing thereafter on the 29th day of each successive month throughout the term of the promissory note.  Under the terms of the secured promissory note, the holder received a detachable warrant to purchase 333,333 shares of our common stock at the price of $1.60 per share that were originally to expire on August 29, 2015, however were extended as described below.  This promissory note is secured by $3,000,000 in gross accounts receivable.  On the maturity date, one balloon payment of the entire outstanding principal amount plus any accrued and unpaid interest is due.

On August 20, 2014, we entered into a Financing Agreement with Mr. Dalrymple whereby, he agreed to assist us in obtaining financing in the form of a $2,000,000 revolving line of credit (see Line of Credit below) from a commercial lender and provide a personal guaranty of the line of credit. Under the terms of the Financing Agreement, upon finalization of the line of credit with Wells Fargo Bank on September 8, 2014, we (i) extended the term of the $1,000,000 promissory note, described above, by one year to mature on August 29, 2016, (ii) reduced the interest rate on the promissory note to 6%, (iii) extended the expiration date on the warrants issued in connection with the promissory note by one year to an expiration date of August 29, 2016, (iv) granted Mr. Dalrymple 200,000 restricted shares of common stock, and (v) used $500,000 of advances under the line of credit as payment of principal and interest on the promissory note. In August 2016, the note and associated warrants were amended to extend the maturity date to August 29, 2018.  As of December 31, 2017 and 2016, the note had a principal balance of $225,000, and $250,000, respectively.  During the years ended December 31, 2017 and 2016 the Company recorded $15,000 and $25,000 in interest expense related to this note.

Line of Credit

On September 3, 2014, we entered into a $2,000,000 revolving line of credit agreement with Wells Fargo Bank, N.A. Outstanding principal on the line of credit bears interest at the 30 day London Interbank Offered Rate (“LIBOR”) plus 2%, resulting in an effective rate of 3.57% at December 31, 2017.  
On September 8, 2017 we entered into an Amended and Restated Revolving Line of Credit Note and an Amended and Restated Credit Agreement to extend our revolving line of credit facility with Wells Fargo Bank, whereby the outstanding principal is now due and payable in full on August 31, 2018 and the maximum amount we can borrow under the line of credit, as amended is $1,750,000.  The line of credit remains guaranteed by Peter L. Dalrymple, a member of our Board of Directors, and is secured by a first lien interest in certain of his assets. As of December 31, 2017 and 2016, outstanding borrowings under the line of credit totaled $1,325,000 and $1,275,000, respectively.  During the years ended December 31, 2017 and 2016 the Company recorded $39,736 and $28,052 in interest expense related to this note.
Under the terms of the Financing Agreement previously described, we also granted 800,000 unvested and restricted shares of common stock to Mr. Dalrymple with 100,000 shares vesting upon finalization of the line of credit agreement on September 8, 2014, and the remaining shares vesting quarterly in 100,000 share increments through the earlier of August 31, 2018 (the maturity date) or when cancellation or refinance of the debt by either the us or a financial institution (all of which shares are presently vested). During the years ended December 31, 2017 and 2016, we recorded $0 and $60,000, respectively, as compensation expense related to this stock issuance.  As of December 31, 2017 and 2016, there was no unrecognized expense associated with the financing agreement.

NOTE 7. 3. STOCKHOLDERS’ EQUITY


Common Stock

During the years ended December 31, 2017 and 2016, we issued common stock to compensate officers, employees, directors and outside professionals.

The stock issuances were valued based on the quoted market pricetotal number of authorized shares of our common stock, par value $0.001 per share, was 250,000,000 shares and increased on the respective measurement dates. Following is an analysisJune 27, 2022 to 1,000,000,000 shares. As of common stock issuances during the years ended December 31, 20172023, there were 484,464,194  common shares issued and 2016:


Duringoutstanding.

On January 19, 2021, our stockholders approved the year ended Decemberfiling of an amendment to our certificate of incorporation authorizing 10,000,000 shares of preferred stock with a par value of $0.001 per share. Such amendment was filed on January 20, 2021.

On March 30, 2022, the Secretary of State of Delaware acknowledged the Company’s filing of a Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State creating a series of 9,000,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”). On March 31, 20172022, we issued 80,0009,000,000 shares of Series A Preferred Stock in exchange for 94,312,250 shares of Bitech Mining’s Common Stock, par value $0.001 per share, representing 100% of the issued and outstanding shares of Bitech Mining. On June 27, 2022 the 9,000,000 shares of Series A Convertible Preferred Stock issued as of March 31, 2022 automatically converted to 485,781,168 shares of common stockstock.

On April 19, 2022, the Company issued 4,635,720 shares of its restricted Common Stock to an individual as compensation for future services at a fair value price on the date of issuance of $0.10 per share. The shares vest 25% on each April 18 commencing on April 18, 2023 so long as the individual is providing services to the Company or one of its subsidiaries.

On April 14, 2022, the Company issued 3,348,000 shares of its restricted Common Stock to an individual as compensation for future services at a fair value price on the date of issuance of $0.10 per share. 1,802,769 shares vest on April 13, 2023 and 515,077 shares vest on April 13, 2024, April 13, 2025, and April 13, 2026 so long as the individual is providing services to the Company or one of its subsidiaries.

Effective as of July 8, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) confirmed that it had received the necessary documentation to process the Company’s request to change its name and trading symbol previously disclosed in its Form 8-K filed with the Securities and Exchange Commission on May 2, 2022. The Company’s ticker symbol on the OTCQB tier of the OTC Markets Group. Inc. was changed to “BTTC” on July 8, 2022.

The Company issued 1,674,506 unregistered shares of its Common Stock valued at $20,900 to two consultants and one officer.  We issued 10,000 shares each to two consultants, for services, at $0.26 per share and 60,000 shares to Mr. Cronk, our new Chief Operating Officer, as a part of his compensation agreement, at a stock price of $0.26 per share.  We recognized compensation expense of $20,900$117,455 during the year ended December 31, 2017.


During2023 as payment for services provided to the Company.

The Company issued 1,500,000 of restricted securities awards valued at $30,000 during the year ended December 31, 2016, we issued 350,0002023 as payment for director compensation services provided to the Company.

During April, May and June, 2023, the Company sold 11,250,000 unregistered shares of common stock, respectively, valued at $0.28its Common Stock to six private investors in exchange for $225,000 ($0.02 per share).

During August 2023 the Company sold 666,667 unregistered shares of its Common Stock to one private investor for $20,000 ($0.03 per share)

During October, November, and $0.35December 2023 the Company sold 5,375,000 unregistered shares of its Common Stock to three private investor for $167,500 ($0.03-$0.04 per share, respectively, in connection with employment agreements and consulting agreements. During the twelve months ended December 31, 2016, we expensed $13,100, respectively, in connection with these agreements which are included in operating, general and administrative expenses in the accompanying condensed consolidated statements of operations. share)

NOTE 4. INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

As of December 31, 2016, there was no unrecognized expense associated with these agreements.


During the year ended2023 and December 31, 2016 the Company canceled certain consulting agreements based on performance resulting in a cancellation of prepaid share based compensation of $90,000.

Warrants

During 2012, we2022, there were 42,000,000 and 5,000,000 options outstanding, respectively.

We have granted non-qualified stock options to employees and contractors. All non-qualified options are generally issued 333,333 warrants in conjunction with the secured note payable. The warrants have an exercise price of $1.60 per share and expire in August 2018.



During 2013, we issued 50,000 warrants in conjunction with a third party note payable. The warrants have an exercise price of $0.21 per share and expired in March 2017.

During 2015, we issued 50,000 warrants as a consideration for consulting performed forno less than the Company.  The warrants have an exercise price of $0.50 per share and expired in November 2016.

A summaryfair value of the warrant activity forcommon stock on the date of the grant as determined by our Board of Directors. Options may be exercised up to ten years ended December 31, 2017 and 2016 follows:
        Weighted-    
     Weighted-  Average  Aggregate 
  Shares  Average  Remaining  Intrinsic 
  Underlying  Exercise  Contractual  Value 
Description Warrants  Price  Term (in years)  (In-the-Money) 
             
             
Outstanding and exercisable at December 31, 2015  433,333  $1.80   0.6   N/A 
                 
Warrants expired (Series D)  (50,000)  0.24         
                 
Outstanding and exercisable at December 31, 2016  383,333   1.60   0.6   N/A 
                 
Warrants expired  (50,000)  0.60         
                 
Outstanding and exercisable at December 31, 2017  333,333  $1.60   0.6   N/A 

Stock Options

We recognize compensation expense relatedfollowing the date of the grant, with vesting schedules determined by us upon grant. Vesting schedules vary by grant, with some fully vesting immediately upon grant to stockothers that ratably vest over a period of time up to five years. Standard vested options in accordance withmay be exercised up to three months following date of termination of the FASB standard regarding share-based payments, and as such, have measuredrelationship unless alternate terms are specified at grant. The fair values of options are determined using the share-based compensation expense for stock options granted during the years ended December 31, 2017 and 2016 based upon theBlack-Scholes option-pricing model. The estimated fair value of the awardoptions is recognized as expense on the date of grant and recognizes the compensation expensestraight-line basis over the award’s requisite service period. The weighted average fair values were calculated using the Black Scholes option pricing model.

Details of stock option activity for the years endedoptions’ vesting periods. At December 31, 20172023, we had approximately $340,707 unrecognized stock-based compensation.

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Stock option transactions during 2023 and 20162022 were as follows:

        Weighted-    
        Average  Aggregate 
  Shares  Weighted  Remaining  Intrinsic 
  Underlying  Average  Contractual  Value 
Description Options  Exercise Price  Term (Years)  (In-the-Money) 
             
             
Outstanding at December 31, 2015  1,150,000  $0.65   1.1   - 
Options granted in 2016  500,000   0.40   4.5     
Options expired in 2016  (600,000)            
Outstanding at December 31, 2016  1,050,000   0.47   2.8   - 
Options expired in 2017  (1,030,000)            
Outstanding at December 31, 2017  20,000  $0.40   3.5   - 


The following summarizes outstanding

SCHEDULE OF STOCK OPTION TRANSACTIONS

  2023  2022 
  Shares  Weighted-
Average
Exercise
Price		  Shares  Weighted-
Average
Exercise
Price		 
             
Outstanding at Beginning of Year  5,000,000  $0.07   -  $- 
Granted  42,000,000   0.03   5,000,000   0.07 
Exercised  -   -   -   - 
Forfeited or Cancelled  (5,000,000)  0.03   -   - 
Outstanding at End of Year  42,000,000   0.04   5,000,000   0.07 
Options Exercisable at Year-End  17,250,000   0.03   -   - 
Weighted-Average Fair Value of Options Granted During the Year $0.01      $0.02     

Information with respect to stock options outstanding and their respective exercise pricesexercisable at December 31, 2017:

  Shares           Remaining 
  Underlying  Exercise   Dates of  Contractual 
Description Options  Price   Expiration  Term (in years) 
              
Employee Options  20,000  $0.40   Aug 2021   3.5 
                 
   20,000             

2023 is as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

   Options Outstanding  Options Exercisable 
Range of
Exercise
Prices		  Number
Outstanding at
December 31,
2023		  Weighted-
Average
Remaining
Contractual
Life		  Weighted-
Average
Exercise
Price		  Number
Exercisable at
December 31,
2023		  Weighted-
Average
Exercise
Price		 
$0.025 - $0.07   42,000,000   9.2  $0.04   17,250,000  $0.03 

NOTE 5. ACQUISITION OF BITECH MINING

On March 31, 2022, the Company acquired 94,312,250 shares of Bitech Mining’s Common Stock in exchange for 9,000,000 shares of its Series A Preferred Stock representing 100% of the issued and outstanding shares of Bitech Mining.

The weighted-average estimated fairShare Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical financial results.

The Combination of the Company and Bitech Mining is considered a business acquisition and the method used to present the transaction is the acquisition method. The acquisition method is a method of accounting for a merger of two businesses. The tangible assets and liabilities and operations of the acquired business were combined at their market value of the 500,000 options issued during 2016 was valued usingacquisition date, which is the Black-Sholes pricing model withdate when the acquirer gains control over the acquired company.

The following assumptions:

table summarizes the consideration paid for Bitech Mining and the fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

     
Purchase price $1,113,679 
     
Cash $1,150,163 
Total assets: $1,185,163 
Less: liabilities assumed $(71,484)
Net assets acquired $1,113,679 
Purchase price in excess of net assets acquired $0 


Expected volatility194.60%
Risk-free interest rate0.88%
Expected life3 years
Dividend yield0%31

For the year ended December 31, 2017, no options were issued and 1,030,000 options expired leaving 20,000 options that expire in August 2021.  For the year ended December 31, 2016, 500,000 options were granted and 600,000 options expired.  We recorded $0 and $6,200 in compensation expense in operating, general and administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, all unrecognized compensation expense related to non-vested stock option awards has been recognized.

NOTE 8. 6. RELATED PARTY TRANSACTIONS


We have an

Up until March 31, 2022, the Company maintained its executive offices at 5151 Mitchelldale A2, Houston, Texas 77092. This office space encompassed approximately 200 square feet and was provided to us at the rental rate of $1,000 per month under a month-to-month agreement with Northshore Orthopedics, Assoc. (“NSO”), which is 100%a company owned by our Chief Executive Officer, William Donovan, M.D., to provide medical services as our independent contractor. As of December 31, 2017former director and 2016, we had balances payable to NSO of $27,910 and $0, respectively. This outstanding payable is non-interest bearing, due on demand and does not follow any specific repayment schedule. We do not directly pay Dr. Donovan (in his individual capacity as a physician) any fees in connection with NSO.  However, Dr. Donovan isChief Executive Officer. The rent included the sole owner of NSO, and we pay NSO under the terms of our agreement.

As further described in Note 7, during 2012 we borrowed $1,000,000 from Peter Dalrymple, a directoruse of the telephone system, computer server, and copy machines. We discontinued paying rent in December 2021 due to a lack of funds, and until March 31, 2022 when this lease was cancelled NSO provided the Company under a secured promissory note. The outstanding balancethis office space rent free.

NOTE 7 INCOME TAX

U.S. Federal Corporate Income Tax

Temporary differences between financial statement carrying amounts and the tax basis of the note was $225,000assets and $250,000 at December 31, 2017liabilities and 2016, respectively.

See also Item 13 “Certain Relationshipstax credit and Related Transactions” in this Annual Report on Form 10-K.
NOTE 9.  INCOME TAXES

We have not made provision for income taxes for the years ended December 31, 2017 or 2016, since we have net operating loss carryforwards to offset current taxable income.

On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, lowering the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporate income tax rate, we revalued our ending net deferred tax assets at December 31, 2017, but did not recognize any incremental income tax expense in 2017 due to the revaluation of the valuation allowance.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. We have provisionally recognized the incremental tax impacts related to the revaluation ofcarryforward that create deferred tax assets and liabilities andare as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

  2023  2022 
Tax Operating Loss Carryforward - USA $1,569,000  $1,090,000 
Other  -   - 
Valuation Allowance - USA  (1,569,000)  (1,090,000)
Deferred Tax Assets, Net $-  $- 

The valuation allowance increased approximately $0.5 million, primarily as a result of the  increased net operating losses of our reassessmentU.S.- based segment.

As of uncertain tax positions and valuation allowances and included these amounts in our Consolidated Financial Statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional technical analysis including changes in interpretations and assumptions2023, we have made with respect to the Tax Act. The accounting is expected to be complete by the fourth quarter of 2018.



Deferred tax assets consist of the following at December 31:

  2017  2016 
       
Benefit from net operating loss carryforwards $1,998,057  $3,089,339 
         
Allowance for doubtful accounts  22,353   325,782 
         
Less:  valuation allowance  (2,020,410)  (3,415,121)
         
  $-  $- 
Due to uncertainties surrounding our ability to generate future taxable income to realize these assets, a full valuation has been established to offset the net deferred income tax asset. Based on management’s assessment, utilizing an effective combined tax rate forhad federal and state taxes of approximately 34%, we have determined that it is not currently more likely than not that we will realize our deferred income tax assets of approximately $2,020,410 and $3,415,121 attributable predominantly to the future utilization of the approximate $9,621,000 and $9,486,000 in eligible net operating loss carryforwards and the allowance for doubtful accounts, asincome tax purposes of December 31, 2017 and 2016, respectively.approximately $1.5 million. We will continue to review this valuation allowance and make adjustments as appropriate. Thealso have California net operating loss carryforwards will begin to expire in varying amounts from year 2018 to 2036.
Currentfor income tax laws limitpurposes of approximately $ 1.5 million which expire after twenty years from when it occurred.

NOTE 8. SUBSEQUENT EVENTS

As previously disclosed in the amountCompany’s Current Report on Form 8-K filed with the SEC on January 12, 2024, on January 8, 2024, the Company, Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”), a solar and energy storage development company based in Fort Worth, Texas and C & C Johnson Holdings LLC, the sole member of loss availableBridgelink (the “Member”) entered into a Letter Agreement (the “Letter Agreement”) for a business combination (the “Business Combination”). Pursuant to the Letter Agreement, the Company plans to acquire from the Member all of the issued and outstanding membership interests of an entity to be offset against future taxable income when a substantial changeformed by Bridgelink (the “Target”) in ownership occurs. Therefore, amounts available to offset future taxable income may be limited under Section 382exchange for 222,222,000 restricted shares of the Internal Revenue Code.

Following is a reconciliationCompany’s Common Stock (the “Exchange Shares”). Prior to closing of the (provision) benefit for federal income taxes as reportedtransaction (the “Closing” or “Closing Date”), Bridgelink will transfer to Target Bridgelink’s assets and development service agreements (collectively, “Development Projects”) consisting of: (1) certain rights to fully develop a portfolio of renewable energy development assets, which includes certain battery energy storage system (“BESS”) projects with a cumulative storage capacity of at least 1.965 gigawatts (GW) located in the accompanying consolidated statementsUnited States and along with certain term sheets and agreements with capital providers, whether or not finalized (collectively, the “BESS Development Projects”) and (2) certain rights to fully develop a portfolio of operations,renewable energy development assets, which includes certain solar development projects with a cumulative output of at least 3.840 gigawatts (GW) located in the United States, along with certain term sheets and agreements with capital providers that Bridgelink has negotiated, whether or not finalized (collectively, the “Solar Development Projects”). In addition, on the Closing Date, Bridgelink will enter into an agreement with BTTC whereby Bridgelink will agree to refer to the Company any future projects involving BESS that Bridgelink is presented with an opportunity to work on.

32

Completion of the Business Combination is contingent upon the parties entering into a definitive agreement which will contain certain conditions to close, including a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital Infusion”) prior to closing. In addition, the definitive agreement is expected to include additional covenants, representations and warranties that are customary of business combination agreements of this type including entering into the following agreements:

Project Management Services Agreement pursuant to which all aspects of the development and operation of the BESS Development Projects will be overseen by the service provider. The fees payable to the service provider will be as follows:

● BESS Development Projects. an aggregate amount atequal to $0.035 per Watt (“W”) for each BESS Development Project payable as follows: (i) $0.005 per W shall be paid in cash upon the 34% federal statutory rate:


ForCompany’s listing of its Common Stock on the years ended December 31, 2017 and 2016, the reasons for the difference between the statutory federal rate of 34%NASDAQ stock market and the effective tax rate wereclosing of a financing transaction of a BESS Development Project (“Project Financing”); and (ii) $0.03 per W shall be paid in cash upon attainment of Ready to Build (“RTB”) status per each BESS Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said BESS Development Project (collectively (i) and (ii), the (“BESS Development Fees”).

● Unique Solar Development Projects. $0.01 per W in cash upon attainment of RTB status per each development project, paid within ten (10) days of Company being paid, to enable the Company to commence construction of said Development Project;

● Other Development Projects. within ten (10) days of Company being paid, the higher of either (a) 50% of the gross margin or (b) $0.02 per W in cash upon attainment of RTB status or project acceptance per each development project (“Other Development Fees”); and

● Solar Development Projects. If the Solar Development Projects are developed by the Company, an aggregate amount equal to $0.035 per Watt (W) for each Solar Development Project payable as follows:


  2017  2016 
     Percentage     Percentage 
     of Pre-Tax     of Pre-Tax 
  Amount  Income  Amount  Income 
             
             
Benefit for income tax
   at federal statutory rate
 $138,014   34.0% $257,021   34.0%
                 
Benefit for state
   income tax
  12,178   3.0%  22,678   3.0%
   Non-deductible expenses  (11,170)  (2.8%)  (10,325)  (1.4%)
   Effect of change in enacted tax rate  (1,250,730)  (308.1%)  -   - 
   Change in available NOLs  (283,003)  (69.7%)  -   - 
   Change in valuation allowance  1,394,711   343.6%  (259,519)  (34.3%)
   Other  -   -   (9,855)  (1.3
%)
                 
   Total $-   -% $-   -%

NOTE 10. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The (i) $0.005 per W shall be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project Financing”); and (ii) $0.03 per W shall be paid in cash upon attainment of Ready to Build (“RTB”) status per each Solar Development Project with the closing of Project Financing related to such project to enable the Company leases office space under an operating lease that expired in January 2017 with minimum lease payments at December 31, 2017 totaling $6,000.  Theto commence construction of said Solar Development Project (collectively (i) and (ii), the (“Solar Development Fees”).

During February and March 2023, the Company has not renewedsold 3,657,143 unregistered shares of its lease and is currently on a monthCommon Stock to month basis.


five private accredited investors for $256,000 ($0.07 per share).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Not applicable.


ITEM 9A. CONTROLS AND PROCEDURES


William Donovan, M.D.,

Benjamin B. Tran, our President and Chief Executive Officer, is our principal executive officer and John Bergeron,Robert J. Brilon, our Chief Financial Officer, is our principal financial officer.


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2017.2023. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our principal executive officer and principal financial officer, in a manner that allowed for timely decisions regarding disclosure.

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Management’s Annual Report on Internal Control over Financial Reporting.


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that:

(i)(i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements; and
(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized transactions.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework and Internal Control over Financial Reporting – Guidance for Smaller Public Companies.


Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2017.2023. Based on this evaluation, our management concluded that, as of December 31, 2017,2023, we maintained effective internal control over financial reporting.

the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in internal control over financial reporting


There were no changes in our internal control over financial reporting during the year ended December 31, 20172023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


Our management, including our principal executive officer and principal financial officer, does not expect that its disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control. The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controlcontrols may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined.

34

ITEM 9B. OTHER INFORMATION


None.


Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Our directors and executive officers are as follows:


NameAgePosition(s) and Office(s)
William Donovan, M.D.Benjamin B. Tran7557Chief Executive Officer, President and Chairman
John BergeronRobert J. Brilon6163Chief Financial Officer and Director
Peter DalrympleGregory D. Trimarche7460Director
Jerry Bratton65Director
Jeffrey Cronk56Chief Operating officer and Director

William F. Donovan, M.D.

Benjamin B. Tran, PhD – Dr. DonovanTran currently serves as Chairman and Chief Executive Officer of the company. He has been the corporate strategist, investor, and financial partner in the formation and growth of several emerging growth technology companies. Benjamin specializes in cross-border M&A, private equity, merchant banking advisory and technology marketing. He also serves as Managing Partner of Cleantek Venture Capital, a cleantech-focused private equity advisory firm since January 2021 to present. Benjamin, at times, serves as senior advisor to several publicly traded companies. From February 2021 to April 2022, Benjamin has served as our Chief Executive Officer sinceSenior Capital Market Advisor for Iveda Solutions, Inc. (NASDAQ: IVDA), an AI and IoT technology company to assist with financing and uplisting to Nasdaq. From August 2017 to January 20092019, he served as Advisory Chairman of Vemanti Group, Inc. (OTCQB: VMNT), an innovative fintech company to assist in M&A and international business development. From November 2018 to April 2021, Benjamin also co-founded and served as our President since May 2010. Hechairman of CBMD, Inc., a privately held physician-based CBD science company specializing in pain management. Benjamin served as CFO of privately held Stock Navigators, a leading software and educational training institution for technical traders from June 2018 to June 2019. Since 2014 to present, Benjamin has served as onemanaging partner of our directors since April 2008. He isUnited System Capital, a Board Certified Orthopedic Surgeon,private equity advisory firm in Newport Beach, California. Prior to United System Capital, Benjamin was managing partner of an Asia-based joint venture with Brean Murray Carret & Co., a New York-based investment bank that has transacted over 100 IPOs/APOs/SPACs and raised over $4B for the U.S. and Asian companies. Benjamin spearheaded the organization to formulate a multi-functional investment banking service for emerging growth companies via globalization strategies. Benjamin has been involved withseasoned international consultant providing corporate development and interim senior management to small and medium sized enterprises in Silicon Valley and the Asia Pacific region. He also served as a board director, CFO, corporate strategist, and executive advisor for several distressed companies, managing turn-around situations. As a Silicon Valley high-tech veteran, Benjamin brings over 20 years of diversified experience including mergers and acquisitions, venture fundingmanagement, strategic marketing, and international business development. Prior to his investment and corporate advisory career, Benjamin worked for technology leaders including Micron Technology, Fujitsu Microelectronics, Mitsubishi Electric America, Philips Semiconductors, holding various senior technical and marketing management for over 25 years. He was the co-founder of DRCA (later known as I.O.I) and became Chairman of this company that wentpositions. Benjamin received a Ph.D. in Business Administration, a Masters in Business Administration from the pink sheets, to NASDAQUniversity of Phoenix, Masters of Science and then to the AMEX before being acquired by a subsidiaryBachelor of the Bass Family. He was a founder of “I Need A Doc,” later changed to IP2M that was acquired by Dialog Group, a publicly traded company. He was the Chairman of House of Brussels, an international chocolate company and president of ChocoMed, a specialized confectionery company combining Nutraceuticals with chocolate bars. Dr. Donovan has been practicing as a physicianScience degrees in Houston, Texas since l975. Throughout his career as a physician, he has been involved in projects with both public and private enterprises. He received his Orthopedic training at NorthwesternElectrical Engineering from San Jose State University, in Chicago. He was a Major in the USAF for 2 years at Wright Patterson Air Force base in Dayton, Ohio. He established Northshore Orthopedics in 1975 and continues in active practice in Houston, specializing in Orthopedic Surgery.

John Bergeron,California.

Robert J. Brilon, CPA – Mr. BergeronBrilon has served as our Chief Financial Officer since October 20111, 2021 and was appointed as a director on April 14, 2022. He also has served as Chief Financial Officer for Iveda Solutions, Inc. (NASDAQ: IVDA) since December 2013. He was also Iveda’s President from February 2014 to July 2018 and Treasurer from December 2013 to July 2018 and was appointed Treasurer again on December 15, 2021. Mr. Brilon served as Iveda’s Executive Vice President of Business Development from December 2013 to February 2014 and as oneIveda’s interim Chief Financial Officer and Treasurer from December 2008 to August 2010. Mr. Brilon joined New Gen Management Services, Inc. in July 2017 as the CFO (subsequently becoming President and CFO of our directors sinceNew Gen in July 2010. From May 2008 through September 2012,2018). Mr. Brilon was the President, Chief Financial Officer, Corporate Secretary, and Director of both Vext Science, Inc and New Gen until he resigned in February 2020. Mr. Brilon served as Chief Financial Officer and Executive Vice President of Jolpeg Inc.Business Development of Brain State Technologies, a brainwave optimization software licensing and hardware company, from August 2010 to November 2013. From January 2010 to August 2010, Mr. Brilon served as Chief Financial Officer of MD Helicopters, a manufacturer of commercial and light military helicopters. Mr. Brilon also served as Chief Executive Officer, President, and Chief Financial Officer of InPlay Technologies (NASDAQ: NPLA), formerly, Duraswitch (NASDAQ: DSWT), a private firmcompany that consults on financial matters in service industries. From May 2002 until May 2008,licensed patented electronic switch technology and manufactured digital pen technology, from November 1998 to June 2007. Mr. BergeronBrilon served as DivisionalChief Financial Officer of Gietz Master Builders from 1997 to 1998, Corporate Controller of Able Manufacturing, a divisionRental Service Corp. (NYSE: RRR) from 1995 to 1996, Chief Financial Officer and Vice President of NCI Group, Inc, where his responsibilities included financial reporting, budgetingOperations of DataHand Systems, Inc. from 1993 to 1995, and Sarbanes-Oxley Act compliance. PriorChief Financial Officer of Go-Video (AMEX:VCR) from 1986 to that,1993. Mr. Bergeron worked as controller of different internet companies and as an accounting manager for several other private firms. He has also worked as an auditor for Arthur Andersen. Mr. Bergeron has more than thirty years’ experience in financial management and corporate development of manufacturing and service industry companies. He has extensive experience in financial reporting of public companies, risk management, business process re-engineering, structuring and implementing accounting procedures and internal control programs for Sarbanes-Oxley Act compliance. Mr. BergeronBrilon is a Certified Public Accountant. He receivedcertified public accountant and practiced with several leading accounting firms, including McGladrey Pullen, Ernst and Young and Deloitte and Touche. Mr. Brilon holds a Bachelor of Science degree in Business Administration in Accounting from Lamarthe University in 1979. He is also currently the President of the Montgomery County MUD #83.Iowa.

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Jerry Bratton, J.D., MBA

Greg D. Trimarche, JD – Mr. BrattonTrimarche has served as one of our directors since July 2010.December 21, 2022. He has practiced law for over 30 years in the areas of environmental and energy law and a wide range of other governmental and regulatory fields, as well as finance, intellectual property, general commercial litigation, and strategic planning and risk avoidance. His work focuses on emerging companies in the renewable energy and cleantech industries where he identifies and evaluates early-stage companies seeking to go public, strategic acquisition targets, strategic partnership opportunities, and other investment opportunities in the energy sector. Greg’s experience also covers federal and state energy and environmental regulatory programs, as well as the various governmental incentive programs relating to the energy and utility industries. Greg has been of counsel to the law firm Cooksey Toolen Gage Duffy Woog since 2017 and prior to that has been engaged in the private practice of law since 1989. In 2010, Greg co-founded Sustain SoCal (formerly, CleanTech OC), the clean technology trade association for Orange County, California and served as its President and Chief Executive Officer from 2010 to 2015. In additions, Greg is a frequent speaker at cleantech industry conferences. Greg is a past member of the Board of Directors of OCTANe (https://octaneoc.org), the fundraising and networking organization for Orange County’s technology industries. Also, since 2015, he has been an officer and director of GST Factoring, Inc. (“GST”), a company formerly engaged in electronic payment processing services to law firms that represented student loan debtors. Greg earned a Bachelor of Arts in Political Science and Economics from the University of Kansas and a Juris Doctor from University of Kansas School of Law.

Key Employees

We employ certain individuals who, while not executive officers, make significant contributions to our business and operations and hold various positions within our subsidiaries.

Sid Sung. On January 2, 2004, we engaged Mr. Sid Sung    as our Chief Innovation Officer (CIO). Mr. Sung will be spearheading Bitech’s Green Energy Technology Solutions division. In this role, he will be leading Bitech’s efforts to engineer scalable revenue opportunities towards the green energy transition. With a wealth of knowledge and initiatives in digital energy evolution strategies, Sid brings with him more than 30 years of experience in high-growth, relevant vertical markets like home automation, security products, energy management, Machine to Machine (M2M) technologies, industrial IoT (IIoT), smart cities, and broadband access technologies. With a strong background working with large telecommunications and emerging service providers, he has led numerous successful and high-profile technology projects. Sid is a champion of the IoT revolution and has been actively involved the smart energy and power sector for over a decade, identifying and widely implementing innovative integrated solutions. From 2020 to 2023, Sid served as President of Bratton Steel, L.P. since 2006Iveda Solutions (NASDAQ: IVDA) and previously with Bratton Steel, Inc. (its predecessor) since 1991. Bratton Steel isprior to that, from 2017 to 2020, President of People Power, Asia as well as VP of Product Management for People Power USA for US Independent Operation Utilities (IOUs) including FPL, PEPCO, Delmarva Power, BGE in the US, Origin in Australia, and Innogy in Germany. From 2014 to 2017, he was a structural steel fabricating company. As President, Mr. Bratton has grown the company from a startup toboard advisor for TwoWay Communications, focusing on developing and deploying solutions for IoT, M2M, smart cities/communities, and connected homes. In 2013, Sid co-founded Connected IO, a company that employs up to approximately 75 employees. He has significant experiencespecializing in overseeing sales, estimating, project managementM2M applications, and contracting. Mr. Bratton served as its COO until 2017 for Verizon’s Wireless M2M deployments. Prior to this role, he was Vice President ofat Lite-On Technology, where he managed IoT solutions for connected home and M2M for IIoT and played a crucial role in global utility smart grid trial programs with next-generation energy products, including multiple RF frequency gateways and sensors for European IOU Smart home application deployments. Sid was the Texas Structure Steel InstituteGeneral Manager for SMC Networks from 2007 to 2008.2010 where he oversaw Smart home deployment with Comcast, Time Warner (Spectrum today), and Rogers for the North American MSO Market. He achieved great success by delivering broadband-enabled applications (BBEA) for home security service providers such as 4Home (acquired by Motorola) and uControl (merged with iControl). During his tenure there, Sid successfully led a significant revenue growth from $20 million to $100 million. In 1994, Sid founded and for 13 years led Alpha Telecom, a company specializing in designing and manufacturing telecommunications equipment with a focus on ISDN CPE solutions. Through his strategic partnerships and innovative solutions, he established strong relationships with global telecommunications equipment manufacturing giants such as Alcatel-Lucent, Nortel and Siemens. Under Sid’s leadership, Alpha Telecom became a prominent player in the industry and achieved remarkable growth. Sid earned a BS in Atmospheric Science from National Taiwan University and a MSEE from the University of Alabama Huntsville.

Family Relationships

None.

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Involvement in Certain Legal Proceedings

None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years except as follows:

In August 2020, in connection with an action by the Bureau of Consumer Financial Protection (the “Bureau”) against GST, Mr. Trimarche and others, Mr. Trimarche consented to a permanent restraining order and ban on his participation in the debt-relief business, a ban on telemarketing consumer financial products or services, collecting payments from and providing assistance for consumers, use of consumer information, pay a $25,000 fine and cooperate with the Bureau in connection with its investigation and litigation related to this matter (the “Final Judgment”). Mr. Trimarche denied any wrong doing in this lawsuit and consented to the Financial Judgment to avoid the substantial costs involved in protracted litigation.

Officer and Board Qualifications

Our officers and board of directors are well qualified as leaders. In their prior positions they have gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. Our officers and directors also have experience serving on boards of directors and board committees of other public companies and private companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies.

Number and Terms of Office of Officers and Directors

Our board of directors is also a membercomprised of three directors. Each director is elected at our annual meeting of stockholders and holds office for one year, or until his successor is elected and qualified. Our officers are elected by the board of directors and serve at the discretion of the American Instituteboard of Steel Construction. Mr. Bratton has businessdirectors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a President, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and investment background in medical software, personal medical information records storage, RFID security products and energy ventures. Mr. Bratton is a licensed attorney insuch other offices as may be determined by the Stateboard of Texas and previously served as an assistant general counsel in the construction industry. Mr. Bratton earned Juris Doctorate and Masterdirectors.

Committees of Business Administration degrees from Texas Tech University in 1977.


Peter L. Dalrymple – Mr. Dalrymple joined our Board of Directors

Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

The board does not have standing audit, compensation or nominating committees. The board does not believe these committees are necessary based on the size of our company, the current levels of compensation to our corporate officers and the ownership by our executive officers and directors which gives them control over all matters submitted to a vote of our stockholders. The board will consider establishing audit, compensation and nominating committees and the appointment of independent directors at the appropriate time.

The entire board of directors participates in August 2014.  Since July 2012, he has served as General Partnerthe consideration of LPD Investments Ltd.compensation issues and Manager of DLD Oil & Gas LLC.  Prior to that, he was onedirector nominees. Candidates for director nominees are reviewed in the context of the co-founders and ownerscurrent composition of the Royal Purple Synthetic Lubricants Company, which atboard and our operating requirements and the timelong-term interests of its sale in 2012, was onestockholders. In conducting this assessment, the board of directors considers skills, diversity, age, and such other factors as it deems appropriate given the current needs of the largest synthetic lubricants companiesboard and our company, to maintain a balance of knowledge, experience and capability.

The board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will involve compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.

37

Board Qualifications

We believe that each of the members of our board of directors has the experience, qualifications, attributes and skills that make him suitable to serve as our director, in North America. Whilelight of the nature of our operations. See above under the heading “Management” for a description of the education and experience of each director.

Mr. Tran’s specific qualifications, experience, skills and expertise include:

●Core business skills, including financial and strategic planning;
●Finance expertise; and
●Operating and management experience.

Mr. Trimarche specific qualifications, experience, skills and expertise include:

●Core business skills, including financial and strategic planning; and
●Legal and business acquisition experience.

Mr. Brilon’s specific qualifications, experience, skills and expertise include:

●Core business skills, including financial and strategic planning;
●Finance and financial reporting expertise; and
●Operating and management experience.

We believe these qualifications bring a broad set of complementary experience to our board of directors’ discharge of its responsibilities.

Board Leadership Structure and Board’s Role in Risk Oversight

Our board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The board oversees management of financial risks; and regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with Royal Purple, he was in charge of Saleseach. The board regularly reviews plans, results and Marketing. After the company was soldpotential risks related to Calumet Specialty Products Partner, a New York Stock Exchange company, in July of 2012, Mr. Dalrymple became a very active investor in several companies.  Heour business. The board is also expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a trustee of Norwich University, from which he holds a Bachelor of Science Degree in Engineering Management. He previously served as a Lieutenant withmaterial adverse effect on the United States Army Corp. of Engineers.

Jeffrey A. Cronk, D.C. – Dr. Cronk has served as our Chief Operating Officer since August 2017, and he joined our Board of Directors in November 2015.  Since 2010 he has been the CEO and owner of Biocybernetics Inc; DBA American Spinal Injury and Impairment Consultants, which provides spinal injury and impairment educational programs for doctors, attorneys, case managers, insurers and allied healthcare providers, the purpose of which is to improve diagnostic accuracy, improve treatment results, improve documentation procedures and reduce costs.  From 2010 to present, he is the Director of Education for Spinal Kinetics LLC, a company that provides assessment services of spinal soft-tissue injuries.  Prior to this, he was the owner of National Injury Diagnostics from 2005 to 2010.  Dr. Cronk graduated from Palmer College of Chiropractic with a Bachelor’s Degree in General Sciences and a Doctorate Degree in Chiropractic in 1988. That same year he became a Licensed Doctor of Chiropractic.  In 2013 he completed his law degree with a special emphasis on personal injury law.
Company.

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own beneficially more than ten percent of our common stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission.SEC. Based solely upon a review of Forms 3, 4 and 5 furnished to usand amendments thereto filed electronically with the SEC during the fiscal year ended December 31, 2017,2023, we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2017, except for2023 and 2022 with the exception of the late filings by (i) Mr. Tran of one Form 4 filing reporting one transaction during 2023, one Form 4 reporting three transactions during 2022 and a Form 3 during 2022, (ii) Mr. Trimarche of a Form 3 during 2022, (iii) Mr. Brilon of one Form 4 that was filed late by Jeffrey Cronk, our Chief Operating Officer.


reporting one transaction during 2022 and a Form 3 during 2022, (iv) Calvin Cao of one Form 4 reporting one transaction during 2022 and a Form 3 during 2022 and (v) Michael Cao of one Form 4 reporting two transactions during 2022 and a Form 3 during 2022.

Code of Ethics


We have adopted a code of ethics that applies to our directors, principal executive officers, principal financial officers, principal accounting officer or controller, and persons performing similar functions. The Code of Ethics for Directors and Executive Officers can be found on our website at spineinjurysolutions.com/corporate-governance/.https://bitech.tech/investors-relations. Further, we undertake to provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the request in writing by mail to: Spine Injury Solutions, Inc., 5225 Katy Freeway,Bitech Technologies Corporation, 895 Dove Street, Suite 600, Houston, Texas 77007.


Procedures for Stockholders to Recommend Nominees to the Board

There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors since we last provided disclosure regarding this process in the proxy statement material we sent to stockholders on or around September 21, 2017 for our Annual Meeting held October 24, 2017.

300, Newport Beach, CA 92660.

Audit Committee

We maintain a separately-designated standing audit committee. The Audit Committee currently consists of Peter Dalrymple, Jerry BrattonRobert Brilon and Jeffrey A. Cronk.Greg Trimarche. Although the Charter of the Audit Committee provides for a majority of the Audit Committee to be independent, presently only Mr. BrattonTrimarche is independent.  A majority of the Audit Committee was independent until August 2017 when Dr. Cronk was appointed Chief Operating Officer and is no longer deemed independent.  We anticipate that Dr. Cronk will remain on the Audit Committee until we appoint or elect an additional independent member of the Board who can join the Audit Committee.  If we are unable to appoint or elect an additional independent member of the Board, we will consider amending the Charter of the Audit Committee.

38

Mr. BrattonBrilon is the Chairman of the Audit Committee, and the Boardboard of Directorsdirectors has determined that he is an audit committee financial expert as defined in Item 5(d)(5) of Regulation S-K. The primary purpose of the Audit Committee is to oversee our accounting and financial reporting processes and audits of our financial statements on behalf of the Boardboard of Directors.directors. The Audit Committee meets privately with our management and with our independent registered public accounting firm and evaluates the responses by our management both to the facts presented and to the judgments made by our outside independent registered public accounting firm.


ITEM 11. EXECUTIVE COMPENSATION


The following table provides summary information forsummarizes all compensation recorded by us in the past two fiscal years 2017 and 2016 concerning cash and non-cash compensation paid or accruedfor:

●our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2023,
●our two most highly compensated executive officers, other than our principal executive officers, who were serving as executive officers at December 31, 2021, and
●up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at December 31, 2021.

For definitional purposes, these individuals are sometimes referred to or on behalf of certainas the “named executive officers (“named executive officers”).


officers.”

2023 Summary Executive Compensation Table

                    Change in       
                    Pension       
                    Value       
                 Non-Equity  and       
                 Incentive  Nonqualified       
Name and             Option  Plan  Deferred  All Other    
Principal    Salary  Bonus  Stock  Awards  Compensation  Compensation  Compensation  Total 
Position    ($)  ($)  Awards ($)  ($)  ($)  ($)  ($)  ($) 
William Donovan, M.D. 2017  $120,000   -   -   -   -   -   -   120,000 
CEO and President 2016   120,000   -   -   -   -   -   -   120,000 
                                    
John Bergeron 2017   110,000   -   -   -   -   -   -   110,000 
CFO 2016   110,000   -   -   -   -   -   -   110,000 
Jeffery Cronk, D.C 2017   15,000   -   15,800   -   -   -   -   30,800 
COO 2016   -   -   -   -   -   -   -   - 

Employment Agreements

On September 16, 2017, our employment agreement with William F. Donovan, M.D. expired.  Since that$12,500 per month and Mr. Brilon will be paid a consulting fee at the approximate rate of $4,500 per quarter depending on the amount of time he has workeddevotes to providing services on behalf of the Company. There is no written agreement to pay Mr. Tran this compensation.

On April 19, 2022, the Company and Mr. Brilon entered into an Independent Contractor Agreement whereby Mr. Brilon (the “Independent Contractor Agreement”) agreed to serve as the Chief Financial Officer of the Company and shall have such duties and authorities consistent with such position as are customary for usthe position of chief financial officer of a company of the size and nature of the Company, and such other duties and authorities as shall be reasonably determined from time to time by the Board of Directors of the Company consistent with such position and to serve as an officer of any subsidiary of the Company as may be reasonably requested from time to time by the Board of Directors. In addition, Mr. Brilon agreed to serve as a member of the Company’s Board of Directors. The Independent Contractor Agreement may be terminated by either party on an at-will basis15 days prior written notice without cause or five days after written notice in the event of a breach of the agreement by either party.

Mr. Brilon also signed a Proprietary Information and presently receives an annual salaryInventions Agreement whereby he agreed that any proprietary information developed during the term of $120,000.his service will be owned by the Company and that such information will be held in strict confidence and not disclosed to anyone outside the Company. In addition, Mr. Brilon agreed to, during the term of his service to the Company, refrain from engaging in or assisting anyone from engaging in any activity that is competitive with or similar to the business or proposed business of the Company and from soliciting any employees or consultants to the Company during the term of his engagement and thereafter for a period of one year from leaving or terminating their engagement with the Company.

As Compensation for Mr. Brilon’s service to the Company, the Company awarded him 4,635,720 shares of Restricted Common Stock which vested 1,158,930 shares on April 18, 2023 and 1,158,930 on each April 18 for the next 3 years so long as Mr. Brilon is providing services to the Company or one of its subsidiaries. The value of these awards will be recorded in the year vested.

39

On November 30, 2014, our employment agreement with John Bergeron expired.  Since that time, he has worked

As Compensation for us on an at-will basis and presently receives an annual salary of $110,000.


Mr. Brilon’s service to the Company, the Company made the following awards to him:

●On February 13, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $0.025 per share. The options subject to this grant vest 80% on the date of the grant, 10% on January 1, 2024 and 10% on January 1, 2025 so long as Mr. Brilon is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if Mr. Brilon is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event Mr. Brilon’s service is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest. The Stock Option may be exercised for the earlier of (1) ten years from grant date or (2) five (5) years after termination as a member of the Company’s board of directors.

●On April 3, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $0.03 per share. The Stock Option vest 50% on the date of the grant and 50% on April 3, 2024 so long as the recipient of the award is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if the recipient is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event the recipient’s service is terminated with cause, the number of shares subject to the Stock Option awarded to such recipient in the year of termination shall vest. The Stock Option may be exercised for the earlier of (1) ten years from grant date or (2) five (5) years after termination as a member of the Company’s board of directors.

●On November 27, 2023 an award of 500,000 shares of restricted common stock, of which 100% vests on December 31, 2023 so long as Mr. Brilon is providing services to the Company or one of its subsidiaries.

Outstanding Equity Awards at Fiscal Year End


There are no equity awards

2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The following table sets forth information with respect to the options outstanding by the Named Executive Officers held at December 31, 2017.

fiscal year-end.

  Option Awards  Stock Awards 
Name 

Number of

securities

underlying

unexercised

options

(#) exercisable

  

Number of

securities

underlying

unexercised

options (#) unexercisable

  

Option

exercise

price ($)

  

Option

expiration

date(1)

  

Number of

shares

that have not vested (#)

  

Market

value

of shares that have not vested ($)(2)

 
Benjamin Tran.  –   –  $–   –   –  $– 
CEO, President and Director                        
                   –   – 
Robert J. Brilon  4,500,000   500,000  $0.025   2/13/2033(3)  3,476,790  $208,607 
CFO and Director  2,500,000   2,500,000  $0.030   4/3/2033(4)  –   – 

 

(1)The expiration date of each option occurs on the earlier of (i) ten years after the date of grant of each option or (ii) five years after the termination as a member of the board of directors.
(2)The market value was computed by multiplying the closing market price of common stock on December 31, 2023 ($0.06) by the number of restricted stock awards that have not vested.
40

(3)The unvested options vest on January 1, 2025 so long as Mr. Brilon is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if Mr. Brilon is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest. In the event Mr. Brilon’s service is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest.
(4)The unvested options vest on April 3, 2024 so long as the recipient of the award is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if the recipient is terminated from his role without cause (as defined in the Stock Option).

Compensation of Directors

The following table sets forth all compensation paid to or earned by each of our directors during fiscal year 2023, except for compensation with respect to Messrs. Tran and Brilon. Information with respect to the compensation of these directors is included above in the “Summary Compensation Table.” As our executive officers, none of these directors (other than as described above) received any compensation for service as a director during fiscal year 2023.

Name 

Fees

Earned

or Paid
in Cash (1)

($)

  

Stock

Awards

($)

  

Option

Awards (2)

($)

  

Non-Equity

Incentive

Plan

Compensation

($)

  

Non-qualified

Deferred

Compensation

Earnings

($)

  

All Other

Compensation

($)

  

Total

($)

 

Greg Trimarche

Director(3)

  —   20,000   43,955   —   —   —   — 

Notes:

(1)Director cash compensation during the fiscal year ended December 31, 2023.
(2)The amounts reported in the Stock Awards and the Option Awards columns reflect aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock Compensation. These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the named executive officer. Assumptions used in the calculation of these amounts are included in the Notes to our audited consolidated financial statements for the fiscal year ended December 31, 2023, which are included elsewhere in this Annual Report.
(3)

Greg Trimarche. On December 21, 2022, the Company and Mr. Trimarche entered into an Independent Contractor Agreement (the “Independent Contractor Agreement”) whereby Mr. Trimarche agreed to serve as a member of the Company’s board of directors. The Independent Contractor Agreement may be terminated by either party on 15 days prior written notice without cause or five days after written notice in the event of a breach of the agreement by either party.

On December 21, 2022, as Compensation for Mr. Trimarche’s service to the Company as a director as provided for in the Independent Contractor Agreement, the Company awarded him an option to purchase 5,000,000 shares of the Company’s Common Stock (the “Option Shares”) at an exercise price of $0.07 per share (the “Stock Option”). The Stock Option vests as to 20 % of the Option Shares on each December 21, beginning December 21, 2023, so long as Mr. Trimarche is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if Mr. Trimarche is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event Mr. Trimarche’s service as a member of the Board is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest. The value of the option awards will be recorded in the year that they vest.  

On April 3, 2023, as Compensation for Mr. Trimarche’s service to the Company as a director, the Company awarded him an option to purchase 5,000,000 shares of the Company’s Common Stock (the “Option Shares”) at an exercise price of $0.03 per share (the “Stock Option”). The Stock Option vests 50% of the Option Shares on date of grant April 3, 2023 and 50% April 3, 2024, so long as Mr. Trimarche is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if Mr. Trimarche is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event Mr. Trimarche’s service as a member of the Board is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest. The value of the option awards will be recorded in the year that they vest.

On November 27, 2023, as Compensation for Mr. Trimarche’s service to the Company, the Company awarded him 1,000,000 shares of Restricted Common Stock in November 2023 which vested on December 31, 2023. The value of this award was $20,000 and is recorded in 2023.

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Currently, Board members are not compensated for attending meetings nor do they receive any other form of compensation in their capacity as members of the Board.  We anticipate the Board may revisit the issue of Board member compensation at a later date.

Compensation Policies and Practices as they Relate to Risk Management


We attempt to make our compensation programs discretionary, balanced and focused on the long term. We believe goals and objectives of our compensation programs reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single performance measure. Our approach to compensation practices and policies applicable to employees and consultants is consistent with that followed for its executives. Based on these factors, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


AND RELATED STOCKHOLDER MATTERS

The following table sets forth information, as of March 29, 2018,December 31, 2023, concerning, except as indicated by the footnotes below, (i) each person whom we know beneficially owns more than 5% of our common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 20,215,882484,464,194 shares of common stock outstanding at March 29, 2018.December 31, 2023. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 29, 2018.December 31, 2023. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, stock options and warrants referenced in the footnotes below are currently fully vested and exercisable.


Name and Address of Beneficial Owner 
Number of
Common Shares
Beneficially Owned
   Percent of Class 
William F. Donovan, M.D. (1)  3,872,427 (2)   19.16%
Jeffrey Cronk, D.C.(1)  85,000 (3)   0.42%
John Bergeron (1)  160,000 (4)   0.78%
Jerry Bratton (1)  1,556,100 (5)   7.70%
Peter L. Dalrymple (1)  2,987,276 (6)   14.54%
All Directors and named executive officers as a group (5 persons)  8,660,803    42.84%

Name and Address of Beneficial Owner 

Number of

Common Shares

Beneficially Owned

  Percent of Class 
Benjamin B. Tran (1)  146,445,031(2)  30.2%
Robert J. Brilon (1)  13,423,414(3)  2.7%
Gregory D. Trimarche (1)  2,000,000(4)  *%
All directors and named executive officers as a group (3 persons)  161,858,445   32.9%
5% Shareholders        
Michael H. Cao (6)  180,277,121(5)  37.2%
         
Total 5% Shareholders  180,277,121   37.2%

(1) *Less than 1%,
(1)The named individual is one of our executive officers or directors. His address is c/o Spine Injury Solutions, Inc., 5225 Katy Freeway,Bitech Technologies Corporation, 895 Dove Street, Suite 600, Houston, Texas 77007.300, Newport Beach, California 92660.

(2) 
(2)Includes 557,486the following: (i) 51,517,749 shares of common stock held indirectly through NorthShore Orthopedics, Assoc. (ofdirectly, (ii) 51,507,749 shares held by Mr. Tran’s spouse and (iii) 43,419,533 shares owned by United System Capital LLC (“USC”), over which Dr. Donovan is the sole shareholder andMr. Tran has voting control and investment authority) and 3,314,941 shares heldtherefore may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by Dr. Donovan.USC. Mr. Tran disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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(3)Includes 85,000the following: (i) 1,287,694 shares of common stock.
(4) Includes 160,000stock (ii) 4,635,720 shares of restricted common stock which vested 25% on April 13, 2023, and then the remaining vest 25% on April 13, 2024, 25% on April 13, 2025 and 25% on April 13, 2026 only if Mr. Brilon is still providing services to the Company at the time of vesting, (iii) 500,000 shares of restricted common stock issued in November 2023 which vested on December 31, 2023, (iv) 4,500,000 shares of common stock.stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at $0.025 per share and (v) 2,500,000 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at $0.03 per share.

(5) 
(4)Includes 1,556,100the following: (i) 1,515,078 shares of common stock, (ii) 1,000,000 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at $0.07 per share.
(5)Includes the following: (i) 51,507,749 shares of common stock held by Mr. Bratton, ofMichael Cao’s spouse    and (ii) 128,769,372 shares owned by B&B Investment Holding LLC (“B&B”), over which Mr. Bratton has sole voting and investment authority of 320,000 shares and shared voting and investment authority with his spouse of 1,236,100 shares.  

(6) Includes (a) securities held individually by Peter L. Dalrymple, including (i) 1,000,000 shares of common stock; and (b) 1,987,276 shares of common stock held by LPD Investments Ltd. (“LPD”).  Mr. Dalrymple is General Partner of LPD andMichael Cao has voting control and investment authority over shares heldtherefore may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by it. He is alsoB&B. Mr. Cao disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Information derived from a Limited PartnerForm 3 filed by Michael Cao on April 6, 2022. 
(6)On December 15, 2022 resigned as a member of LPD with the other Limited Partners being his wife and three trusts,Board of which he is trustee and his children are beneficiaries.Directors.

Securities Authorized for Issuance under Equity Compensation Plans


The following table summarizes our equity compensation plan information as of December 31, 2017:
 
Plan Category
 
(a)
Common Shares to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
  
(b)
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and
Rights ($)
  
(c)
Common Shares Available
for Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
 
Equity compensation plans approved by our stockholders  --   --   -- 
Equity compensation plans not approved by security holders  20,000 (1)  0.40   -- 
Total  20,000   0.40   -- 
(1)Consists of common shares to be issued upon exercise of outstanding stock options.

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


WeTRANSACTIONS; AND DIRECTOR INDEPENDENCE

Related Party Transactions

A related party transaction includes any transaction or proposed transaction in which:

●we are or will be a participant;
●the aggregate amount involved exceeds $120,000 in any fiscal year; and
●any related party has or will have a direct or indirect material interest.

Related parties include any person who is or was (since the beginning of the last fiscal year, even if such person does not presently serve in that role) our executive officer or director, any shareholder owning more than 5% of any class of our voting securities or an agreement with Northshore Orthopedics, Assoc. (“NSO”), which is 100% ownedimmediate family member of any such person.

Any potential related party transaction that requires approval will be reviewed and overseen by our Chief Executive Officer, William Donovan, M.D.,board of directors, and the board of directors will consider such factors as it deems appropriate to provide medical services as our independent contractor. Asdetermine whether to approve, ratify or disapprove the related party transaction. The board of December 31, 2017 and 2016, we had balances payable to NSO of $27,910 and $0 respectively. This outstanding payable is non-interest bearing, due on demand and does not follow any specific repayment schedule. We do not directly pay Dr. Donovan (in his individual capacity as a physician) any feesdirectors may approve the related party transaction only if it determines in connection with NSO. However, Dr. Donovan is the sole owner of NSO, and we pay NSOgood faith that, under the terms of our agreement.


On August 29, 2012, we issued Peter Dalrymple, a directorall of the Company, a $1,000,000 three-year secured promissory note bearing interest at 12% per year, with thirty-five monthly payments of interest commencing on September 29, 2013, and continuing thereafter oncircumstances, the 29th day of each successive month throughout the term of the promissory note.  Under the terms of the secured promissory note, the holder received a detachable warrant to purchase 333,333 shares of our common stock at the price of $1.60 per share that was to expire on August 29, 2015, however was extended as described below.  This promissory notetransaction is secured by $3,000,000 in gross accounts receivable.  On the maturity date, one balloon payment of the entire outstanding principal amount plus any accrued and unpaid interest is due.

On August 20, 2014, we entered into a Financing Agreement with Mr. Dalrymple whereby, he agreed to assist us in obtaining financing in the formbest interests of a $2,000,000 revolving line of credit (see Line of Credit below) from a commercial lenderus and provide a personal guaranty ofour shareholders.

There were no related party transactions that the line of credit. Under the terms of the Financing Agreement, upon finalization of the line of credit with Wells Fargo Bank on September 8, 2014, we (i) extended the term of the $1,000,000 promissory note, described above, by one yearCompany was required to mature on August 29, 2016, (ii) reduced the interest rate on the promissory note to 6%, (iii) extended the expiration date on the warrants issued in connection with the promissory note by one year to an expiration date of August 29, 2016, (iv) granted Mr. Dalrymple 200,000 restricted shares of common stock, and (v) used $500,000 of advancesdisclose under the line of credit as payment of principal and interest on the promissory note. In August 2016, the note and associated warrants were amended to extend the maturity date to August 29, 2018.  As of December 31, 2017 and 2016, the note had a principal balance of $225,000, and $250,000, respectively.


On September 3, 2014, we entered into a $2,000,000 revolving line of credit agreement with Wells Fargo Bank, N.A. Outstanding principal on the line of credit bears interest at the 30 day London Interbank Offered Rate (“LIBOR”) plus 2%, resulting in an effective rate of 3.57% at December 31, 2017.  On September 8, 2017 we entered into an Amended and Restated Revolving Line of Credit Note and an Amended and Restated Credit Agreement to extend our revolving line of credit facility with Wells Fargo Bank, whereby the outstanding principal is now due and payable in full on August 31, 2018 and the maximum amount we can borrow under the line of credit, as amended is $1,750,000.  The line of credit remains guaranteed by Peter L. Dalrymple, a member of our Board of Directors, and is secured by a first lien interest in certain of his assets. As of December 31, 2017 and 2016, outstanding borrowings under the line of credit totaled $1,325,000 and $1,275,000, respectively.

this item.

Director Independence


We currently have one independent director on our Board, Jerry Bratton.board, Gregory D. Trimarche. The definition of “independent” used herein is arbitrarily based on the independence standards of The NASDAQ Stock Market LLC. The Boardboard performed a review to determine the independence of Jerry BrattonGregory D. Trimarche and made a subjective determination as to each of these directors that no transactions, relationships or arrangements exist that, in the opinion of the Board,board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Spine Injury Solutions, Inc.the Company. In making these determinations, the Boardboard reviewed information provided by these directors with regard to each individual’s business and personal activities as they may relate to us and our management.

43

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


The following table sets forth the fees paid or accrued by us for the audit and other services provided or to be provided by our principal independent accountants during the years ended December 31, 20172023 and 2016.  

  2017  2016 
Audit Fees(1) $64,000  $67,000 
Audit Related Fees(2)  -   - 
Tax Fees(3)  -   - 
Total Fees $64,000  $67,000 
2022.

  2023  2022 
Audit Fees(1) $37,500  $34,500 
Audit Related Fees(2)  -   - 
Tax Fees(3)  -   - 
Total Fees $37,500  $34,500 

(1)Audit Fees: This category represents the aggregate fees billed for professional services rendered by the principal independent accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-Q and Form 10-K and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years.

(2)
(2)Audit Related Fees: This category consists of the aggregate fees billed for assurance and related services by the principal independent accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

(3)
(3)Tax Fees: This category consists of the aggregate fees billed for professional services rendered by the principal independent accountant for tax compliance, tax advice, and tax planning.

Pre-Approval of Audit and Non-Audit Services


All above audit services, audit-related services and tax services, for the fiscal years ended December 31, 20172023 and 2016,2022, were pre-approved by our Audit Committee, which concluded that the provision of such services was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of all services performed by the outside auditors.

44


PART IV


ITEM 15. EXHIBITS

Exhibit No.Description
3.1
Articles of Incorporation dated March 4, 1998. (Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.) *
3.2
Amended Articles of Incorporation dated April 23, 1998. (Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.) *
3.3
Amended Articles of Incorporation dated January 4, 2002. (Incorporated by reference from Form 10KSB filed with the SEC on May 21, 2003.) *
3.4
Amended Articles of Incorporation dated December 19, 2003. (Incorporated by reference from Form 10-KSB filed with the SEC on May 20, 2004.) *
3.5
Amended Articles of Incorporation dated November 4, 2004. (Incorporated by reference from Form 10-KSB filed with the SEC on April 15, 2005) *
3.6
Amended Articles of Incorporation dated September 7, 2005. (Incorporated by reference from Form 10-QSB filed with the SEC on November 16, 2005) *
3.7
Certificate of Amendment to Certificate of Incorporation dated September 30, 2015. (Incorporated by reference from Form 8-K filed with the SEC on October 7, 2015.) *
3.8
Certificate of Amendment to Certificate of Incorporation dated January 20, 2021 (Incorporated by reference to Exhibit 3.8 to the Company’s Form 10-K filed with the SEC on March 26, 2021.)
3.9Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock dated March 31, 2022 (Incorporated by reference to Exhibit 3.9 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).
3.10Certificate of Amendment to Certificate of Incorporation, as amended, dated April 28, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022).
3.11By-Laws dated April 23, 1998. (Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.) *
10.1
Employment AgreementSecured Promissory Note with William F. Donovan, M.D.Peter Dalrymple, dated September 18, 2014August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 22, 2014) *2, 2020)
10.2
FinancingSecurity Agreement with Peter Dalrymple, (Incorporated by reference from Form 8-K filed with the SEC ondated August 26, 2014) *
10.3
Wells Fargo Loan Documentation (Incorporated by reference from Form 10-Q filed with the SEC on May 13, 2015) *
10.4
Letter agreement between Spine Injury Solutions, Inc. and Jeffrey Cronk31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 7, 2017) *2, 2020)
10.510.3
Amended and Restated Revolving Line of Credit Note and Amended and Restated Credit AgreementLetter agreement with Wells Fargo BankPeter Dalrymple, dated October 28, 2021 (Incorporated by reference from Form 10-Q8-K filed with the SEC on November 13, 2017) *2, 2021)
10.610.4
Financing Agreement, Amended and RestatedAmendment to Secured Promissory Note and Amended Security Agreement with Peter Dalrymple, dated October 29, 2021 (Incorporated by reference from Form 10-Q8-K filed with the SEC on November 13, 2017) *2, 2021)

14.145

10.5CodeShare Exchange Agreement among Spine Injury Solutions, Inc., Bitech Mining Corporation, its shareholders and Benjamin Tran as Stockholders’ Representative dated as of EthicsMarch 31, 2022 (Incorporated by reference from our website.  It can be found at: spineinjurysolutions.com/corporate-governance/) *to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).
21.1
Subsidiaries
10.6Management Services Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc. and Peter L. Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).
31.1
10.7Amendment to Secured Promissory Note Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc. and Peter L. Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).
10.8Amendment to Security Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc. and Peter L. Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).
10.9 †Form of Independent Contractor Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022).
10.10 †Form of Proprietary Information and Inventions Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022).
10.11†Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022).
10.12Asset Purchase Agreement entered into among Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).
10.13^Asset Purchase Agreement entered into among Bitech Technologies Corporation, SPIN Collections LLC and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).
10.14Secured Promissory Note and Security Agreement Cancellation Agreement entered into among Bitech Technologies Corporation, Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).
10.15Patent & Technology Exclusive and Non Exclusive License Agreement entered into between SuperGreen Energy Corp. and Bitech Mining Corporation dated January 15, 2021 (incorporated by reference to Exhibit 10.15 of the Company’s Form S-1 filed on August 15, 2022).
10.16Amendment of Patent & Technology Exclusive License Agreement entered into between SuperGreen Energy Corp. and Bitech Mining Corporation dated October 25, 2021 (incorporated by reference to Exhibit 10.16 of the Company’s Form S-1 filed on August 15, 2022).
10.17Consent to Sublicense Agreement and Amendment to Patent & Technology Exclusive and Non Exclusive License Agreement entered into between SuperGreen Energy Corp.,  Bitech Mining Corporation and Calvin Cao dated as of March 27, 2022 (incorporated by reference to Exhibit 10.17 of the Company’s Form S-1 filed on August 15, 2022).
10.18Confidential Settlement, Mutual Release, and Share Transfer Agreement between the Company, Bitech Mining Corporation, Calvin Cao and SuperGreen Energy Corporation dated as of February 20, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 24, 2023).
10.19†Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on December 21, 2022).
10.20Form of Subscription Agreement for U.S. Residents (Incorporated by reference to Exhibit 10.19 of the Company’s Form 10-Q filed on August 15, 2023).
10.21*^Letter Agreement entered into between the Company and Bridgelink Development, LLC dated January 8, 2024. 

46

21.1Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Company’s Form 10-K filed on March 31, 2023).
31.1*Certification of principal executive officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.231.2*
Certification of principal financial officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.132.1*
Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
32.232.2*
Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definitions Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase

*Filed or furnished herewith.
^Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
†Includes management contracts and compensation plans and arrangements.

ITEM 16. FORM 10-K SUMMARY

None.

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* Incorporated by reference from our previous filings with the SEC

SIGNATURES


In accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 29, 2018.

31, 2024.

Spine Injury Solutions, Inc.Bitech Technologies Corporation
/s/ William F. Donovan, M.D.Benjamin B. Tran
By: William F. Donovan, M.D.Benjamin B. Tran
Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons in the capacities and on the dates indicated:

SignatureTitleDate
/s/ William F. Donovan, M.D.Benjamin B. TranMarch 29, 201831, 2024
William F. Donovan, M.D.Benjamin B. TranChief Executive Officer (Principal Executive Officer), President and Director
/s/ John BergeronRobert J. BrilonMarch 29, 201831, 2024
John BergeronRobert J. BrilonChief Financial Officer (Principal Financial and Accounting Officer) and Director
/s/ Jerry BrattonGregory D. TrimarcheMarch 29, 201831, 2024
Jerry BrattonGregory D. TrimarcheDirector

/s/ Jeffrey Cronk, D.C.March 29, 2018
Jeffrey Cronk, D.C.Director
/s/ Peter DalrympleMarch 29, 2018
Peter DalrympleDirector48
43